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

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event for purposes of any determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.11 and until 7.11, any equity contribution (in the expiration form of Qualified Capital Stock or other equity having terms reasonably acceptable to the tenth (10thAdministrative Agent) day made to Holdings after the date last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day on which financial statements are required to be delivered with respect for that Fiscal Quarter will, at the request of Holdings by delivery to the applicable fiscal quarter hereunderAdministrative Agent of a notice that it intends to exercise the cure rights under this Section 8.04 and referencing that it is a notice of intent to cure under this Section 8.04 (a “Notice of Intent to Cure”), be included in the Borrower may engage calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants set forth in Section 7.11 at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a Permitted “Specified Equity Issuance Contribution”); provided that (a) Holdings shall not be permitted to any so request that a Specified Equity Contribution be included in the calculation of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such applicable quarter; provided that such Net requested Specified Equity Contribution, there will be a period of at least two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, (b) no more than two (2) Specified Equity Contributions may be made in the Relevant Four Fiscal Quarter Period, (c) no more than four (4) Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (d) the amount of the Specified Equity Contribution shall be no greater than the amount required to cause Holdings to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period, (e) except for calculations of Excess Cash Proceeds Flow for the purposes of Section 2.05(b)(i) only (iin which case, Specified Equity Contributions will be included in the calculation of Excess Cash Flow for the Fiscal Year during which the Fiscal Quarter giving rise to the respective Specified Equity Contribution occurred), all Specified Equity Contributions will be disregarded for all other purposes under the Loan Documents (including, without limitation, calculating Consolidated EBITDA for purposes of determining basket levels, Retained Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio and other items governed by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) are actually received by and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower during as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such fiscal period Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Section 7.11 or for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter Period, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered for that Fiscal Quarter to which such Notice of Intent to Cure relates, none of the Administrative Agent or any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, or any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.11, but shall not be restricted from doing any of the foregoing with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any other Event of Default under Section 7.11 for any applicable period. The Cure Amount used and each other Default or Event of Default that may exist at such time shall continue 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 exist and shall not result in any adjustment to any amounts other than be affected by the amount exercise of the Consolidated EBITDA referred to in cure of rights hereunder; provided, that until timely receipt of the immediately preceding sentence. (b) In each period Specified Equity Contribution, an Event of four fiscal quarters, there Default shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is madedeemed to exist for all other purposes of the Loan Documents. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any the covenant set forth in Section 7.11 and until has occurred or may occur, during the expiration period commencing after the beginning of the tenth last fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderquarter, the Borrower Investors may engage in make a Permitted Specified Equity Issuance Contribution to any of the Holdings (a “Designated Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal the period or commencing after the last day beginning of the last fiscal period covered quarter included in such Test Period by such financial statements but no later than fifteen the Borrower and ending ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurpose of Section 7.11. (b) (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Designated Equity Contribution is made. , (cii) For no more than five Designated Equity Contributions may be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant or agreement under Designated Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 6.01, 6.02, 6.11 7.11 for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default in Designated Equity Contribution for determining compliance with Section 7.11 for the fiscal quarter with respect thereof under Section 8.01(c) notwithstanding that to which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Designated Equity Contribution was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0110.08, in the event of any Event of Default under any covenant that Borrower shall fail to comply with the financial maintenance covenants set forth in Section 7.11 and until 10.08, any equity contribution (in the expiration form of common equity or other equity having terms reasonably acceptable to the tenth (10thAdministrative Agent) day made or contributed to Borrower, or cash proceeds of Intercompany Contribution Indebtedness incurred by Borrower, after the date last day of any fiscal quarter and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered with respect to the applicable for that fiscal quarter hereunder(such date, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure AmountExpiration Date”) will, at the request of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial maintenance covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution or cash proceeds, a “Specified Equity Contribution”); provided that (a) no Lender shall be required to increase make any extension of credit during the ten (10) Business Day period referred to above if Borrower has not received the proceeds of such Specified Equity Contribution, (b) Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such any fiscal period or quarter unless, after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect giving effect to such fiscal quarter hereunderrequested Specified Equity Contribution, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall there 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 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each a period of four fiscal quarters, there shall be at least two (2) fiscal quarters in the Relevant Four Fiscal Quarter Period in which no cure set forth Specified Equity Contribution has been made and there shall be no more than five (5) Specified Equity Contributions in Section 8.05(a) is made. total, (c) For the avoidance of doubt, the subsequent performance or observance amount of any termSpecified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrower to be in compliance with such financial maintenance covenants, covenant or agreement (d) all proceeds of Specified Equity Contributions will be disregarded for all other purposes under Section 6.01the Credit Documents (including calculating Consolidated EBITDA for purposes of determining basket levels and other items governed by reference to Consolidated EBITDA, 6.02and for purposes of negative covenants (other than such financial maintenance covenants)), 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c(e) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans proceeds of each Specified Equity Contributions shall have been accelerated and/or contributed to Borrower as equity solely in exchange for Qualified Capital Stock of Borrower or as Intercompany Contribution Indebtedness and (f) there shall be no reduction in Indebtedness (whether on a pro forma basis or otherwise) with the Commitments terminated pursuant to Section 8.02(b); provided that proceeds of any Specified Equity Contribution for purposes of determining compliance with such financial maintenance covenants for the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)fiscal quarter for which such Specified Equity Contribution was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.1, in the event of any Event of Default under any the covenant set forth in Section 7.11 7.1 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower Parent may engage in a any Permitted Equity Issuance to any of the Equity Permitted Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds applied to the cure right in this Section 8.2 (i) are actually received by the Borrower during such fiscal period or after and contributed to the last day common equity of the fiscal period covered Borrower (including through capital contribution of such Net Cash Proceeds directly or indirectly by such financial statements but the Parent to the Borrower) no later than fifteen (15) ten days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) do not increase the Applicable Amount or any other item specified in this Agreement as being increased by the amount of any contributed equity, (iii) are Not Otherwise Applied not deducted from Consolidated Senior Secured Debt in the determination of the Consolidated Net Senior Secured Leverage Ratio and (iiiiv) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 7.1 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) 8.2 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.1 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In Notwithstanding the provisions of Section 8.2(a), (x) in each period of four fiscal quarters, there shall be at least two one fiscal quarter in which no cure set forth in Section 8.2(a) is made and (2y) in each period of eight fiscal quarters, there shall be at least four consecutive fiscal quarters in which no cure set forth in Section 8.05(a8.2(a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s 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 Financial Covenant and at any Event of Default under any covenant set forth time during the last fiscal quarter in Section 7.11 a Test Period and until the expiration of the tenth (10th) day Business Day after the date on which financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered with respect pursuant to Section 6.01 (the applicable fiscal quarter hereunder“Cure Period”), if the Borrower receives a Specified Equity Contribution during such Cure Period, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) net cash proceeds of such Specified Equity Contribution to increase Consolidated EBITDA with respect to such applicable quarterthe last fiscal quarter of the relevant Test Period; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderCure Period, and (ii) are Not Otherwise Applied and were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (iiior may have been) do not exceed contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterAvailable Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not be relied on or used for purposes of calculating any financial ratios other than as applicable determining permitted amounts with respect to Section 7.11 covenants in this Agreement and shall not result in any pricing, and that such pro forma adjustment to any amounts other than the amount of the Consolidated EBITDA referred shall be given solely for the purpose of determining the existence of a Default under the Financial Covenant with respect to in any Test Period that includes the immediately preceding sentencefiscal quarter for which such Specified Equity Contribution was received, and not for any other purpose under any Loan Document. (b) In If, after receipt of the Specified Equity Contribution and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenant during such Test Period (including for purposes of Section 4.02), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Default under Section 8.01 that had occurred shall be deemed cured; provided that (i) no more than five Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (ii) in each period of four fiscal quartersquarter period, there shall be at least two (2) fiscal quarters in respect of which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (ciii) For the avoidance of doubt, the subsequent performance or observance amount of any term, covenant or agreement under Section 6.01, 6.02, 6.11 Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenant for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond Specified Equity Contribution for determining compliance with the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Financial Covenant.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings or the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors (including through a contribution to the capital of Holdings or Borrower) and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during (including through capital contribution of such fiscal period or after Net Cash Proceeds by Holdings to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.11 for any applicable such period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.019.1, in the event of any Event of Default or potential Event of Default under any the covenant set forth in Section 7.11 Sections 8.1 with respect to any fiscal quarter, at any time during such fiscal quarter and until the expiration of the tenth (10th) day Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower if Holdings receives a Specified Equity Contribution, Holdings may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) such net cash proceeds (x) are actually received by the Borrower during Holdings as cash equity other than Disqualified Capital Stock (including through capital contribution of such fiscal period or after the last day of the fiscal period covered by such financial statements but net cash proceeds to Holdings) no later than fifteen ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (iiy) are Not Otherwise Applied and Applied; (iiiii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (ciii) For no more than four Specified Equity Contributions shall be made in the avoidance aggregate during the term of doubtthis Agreement; (iv) the amount of any Specified Equity Contribution shall be no more than the amount required to cause Holdings to be in pro forma compliance with Section 8.1 for any applicable period; (v) all Specified Equity Contributions shall be disregarded for purposes of determining any baskets with respect to the covenants contained in this Agreement, the subsequent performance or observance calculation of the Available Amount and the application of the Pricing Grid; and (vi) there shall be no pro forma reduction in Indebtedness with the proceeds of any term, covenant or agreement under Specified Equity Contribution for determining compliance with Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.1.

Borrower’s 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 Covenant on any Event Compliance Date (a “Financial Covenant Default”), on or after the first day of Default under any covenant set forth the most recently ended fiscal quarter included in Section 7.11 and the Test Period ending on such Compliance Date until the expiration of the tenth (10th) day after date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered with respect pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the applicable fiscal quarter hereunderAdministrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may engage in a Permitted Equity Issuance elect to any exercise such Cure Right prior to the date of the Equity Investors and apply the amount delivery of the Net Cash Proceeds thereof applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to increase the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Covenant at the end of the applicable fiscal quarter and applicable subsequent periods which include such fiscal quarter 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 recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and no more than five (5) Cure Rights shall be exercised during the Revolving Availability Period, (b) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (c) the Cure Amount shall be set forth in an officer’s certificate delivered to the Administrative Agent. (c) The Cure Right and the effects thereof on determining pricing, financial ratio-based conditions (other than for determining actual compliance with Section 6.12) or any baskets with respect to such applicable quartercovenants will be disregarded for all other purposes under the Loan Documents, including, without limitation, for purposes of calculating the leverage ratios as a threshold for permitted exceptions to any affirmative and negative covenants; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal reduction in the outstanding principal balance of the Loans due to the application of the proceeds of an the exercise of a Cure Right pursuant to Section 2.11 shall not be taken into account for purposes of determining compliance with the Financial Covenant for the measurement period or after ending on the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunderand the next three measurement periods. In addition, (ii) are Not Otherwise Applied and (iii) do not exceed exercise of the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and Right shall not result in any adjustment to any amounts other than (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the Consolidated EBITDA referred availability or amount permitted pursuant to in the immediately preceding sentenceany covenant under Article VI). (bd) In each period So long as the Borrower is entitled to exercise a Cure Right pursuant to the foregoing terms and provisions of four fiscal quartersthis Section 7.02, there neither Administrative Agent nor any Lender shall impose default interest, accelerate the Obligations or exercise any enforcement remedy against any Loan Party or any of its Subsidiaries or any of their respective properties solely on the basis of the applicable Financial Covenant Default; provided that until timely receipt of the Cure Amount, an Event of Default shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance deemed to exist for all other purposes of doubtthis Agreement, the subsequent performance including, without limitation, any term or observance provision of any termLoan Document which prohibits any action to be taken by a Loan Party or any of its Subsidiaries during the existence of an Event of Default; provided, covenant or agreement under Section 6.01further, 6.02that notwithstanding the foregoing, 6.11 and 6.13 shall upon a deemed cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b7.02(c); provided that , the Borrower’s obligations under Section 6.03(arequirements of the applicable Financial Covenant shall be deemed to have been satisfied as of the applicable fiscal quarter with the same effect as though there had been no Financial Covenant Default (and any other Default arising solely as a result thereof) shall not be relieved by this Section 8.05(c)at such date or thereafter.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in the event of any Event of Default or potential Event of Default under any covenant the covenants set forth in Section 7.11 Sections 7.11(a) and/or (b) and at any time until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower Investors may engage in make a Permitted Specified Equity Issuance Contribution to any of the Equity Investors Holdings, and Holdings may apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower during as cash common equity (including through capital contribution of such fiscal period or after net cash proceeds to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bi) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (cii) For no more than three Specified Equity Contributions will be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant or agreement under Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 6.01, 6.02, 6.11 7.11(a) and/or (b) for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default Specified Equity Contribution for determining compliance with Sections 7.11(a) and/or (b) for the fiscal quarter immediately prior to the fiscal quarter in respect thereof under Section 8.01(c) notwithstanding that which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Specified Equity Contribution was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 7.01: (a) For the event purpose of any determining whether an Event of Default under the Financial Covenant has occurred, Holdings may on one or more occasions designate any covenant set forth in Section 7.11 and until the expiration portion of the tenth (10th) day after the date on which financial statements are required to be delivered with respect net cash proceeds from a sale or issuance of Qualified Equity Interests of Holdings or any contribution to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted common capital of Holdings (or from any other contribution to capital or sale or issuance of any other Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof Interests) (the “Cure Amount”) ), as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that such Net Cash Proceeds (i) such amounts to be designated are actually received by the Borrower during such fiscal period Holdings on or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen twentieth (1520th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) such amounts do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 the Financial Covenant as of such date and (iii) the Revolving Borrowers shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent any such notice is provided in advance of delivery of a Compliance Certificate for any the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be different than the amount necessary to cure any Event of Default under the Financial Covenant and may be modified, as necessary, in a subsequent corrected notice delivered on or before the Cure Expiration Date (it being understood that in any event the final designation of the Cure Amount shall continue to be subject to the requirements set forth in clauses (i) and (ii) above)). 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 8.05(a) 7.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 6.12 (and not Pro Forma Basis with Section 6.12 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VI) with respect to the fiscal quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentenceSection 7.02(a). (c) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by one or more Borrowers, the Financial Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from Holdings stating its good faith intention to exercise its right set forth in this Section 7.02, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 7.01 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenant until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. Notwithstanding the foregoing, after the occurrence of an Event of Default under the Financial Covenant, the Revolving Borrowers shall not be able to request the making of any Revolving Loan or the issuance of any Letter of Credit under the Revolving Commitments during the period from the date on which the financial statements in respect of the applicable fiscal quarter or fiscal year are required to be delivered pursuant to Section 5.01(a) or (b) until receipt by one or more Borrowers of the Cure Amount or waiver of the Event of Default. (i) In each period of four (4) consecutive fiscal quarters, there shall be at least two consecutive (2) fiscal quarters in which no cure right set forth in this Section 8.05(a7.02 is exercised and (ii) is there shall be no pro forma reduction in Indebtedness with the Cure Amount for determining compliance with the Financial Covenant for the fiscal quarter with respect to which such Cure Amount was made. (ce) For There can be no more than five (5) fiscal quarters in which the avoidance cure rights set forth in this Section 7.02 are exercised during the term of doubt, the subsequent performance or observance of Revolving Commitments and any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default Extended Revolving Commitments in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)thereof.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.019.01, in the event of any Event of Default under any covenant set forth in Section 7.11 8.11 and until the expiration of the tenth date that is ten (10th10) day after Business Days following the date on which financial statements are required to be delivered with respect to at the end of the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance Parent or any parent thereof has the right to issue shares of common Capital Stock (or such other equity to be on terms reasonably acceptable to the Administrative Agent) to any member of the Equity Investors Sponsor Group and/or Ventas (including through a contribution to the capital of the Parent), and apply the amount of the Net Cash Proceeds cash proceeds thereof (which shall be contributed to any Borrower as common Capital Stock and thereafter applied to prepay the Loans) (the “Cure Right”); provided that such cash proceeds (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 8.11 for such period (without giving effect to any applicable periodprepayment of the Loans with such cash proceeds); provided further that the Consolidated EBITDA shall be increased, solely for the purpose of determining compliance with any covenant set forth in Section 8.11 with respect to any four fiscal quarter period that includes the fiscal quarter for which the Cure Right was exercised. The If, after the covenant in Section 8.11 has been recalculated to give effect to the Cure Amount used (without giving effect to calculate Consolidated EBITDA for one fiscal quarter any prepayment of the Loans with such cash proceeds), the Borrowers shall then be in compliance with the requirements of such financial covenant, the Borrowers shall be used deemed to have satisfied the requirements of such 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 included when calculating Consolidated EBITDA the applicable breach or default of the financial covenant that had occurred shall be deemed cured for each Test Period that includes such fiscal quarterall purposes under this Agreement. The parties hereby acknowledge that this Section 8.05(a) the Cure Right may not be relied on upon for purposes of calculating any financial ratios other than as applicable to Section 7.11 8.11 and shall not result in any adjustment to any amounts or baskets other than the amount of the Consolidated EBITDA referred to in the second immediately preceding sentence. Upon Administrative Agent’s receipt of a notice from any Loan Party that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the tenth Business Day following the date on which financial statements are required to be delivered at the end of the applicable fiscal quarter hereunder to which such Notice of Intent to Cure relates, (x) none of Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments, (y) none of Administrative Agent, any other Lender or other Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing as a result of a breach of any covenant set forth in Section 8.11 in such fiscal quarter (including as a result of any breach of a representation or warranty that the Loan Parties were in compliance with any covenant set forth in Section 8.11 during such fiscal quarter) and (z) no Borrower shall be permitted to deliver a Loan Notice unless the Cure Amount has been received by any Borrower. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) the Cure Right is made. (c) For not exercised. During the avoidance term of doubtthis Agreement, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) Cure Right shall not be relieved by this Section 8.05(c)exercised with respect to more than five (5) fiscal quarters.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0110.1, in the event of any Event of Default under any the covenant set forth in Section 7.11 Article VI and until the expiration of the tenth (10th) day after following the date on which financial statements are the Fixed Charge Coverage Ratio calculation would be required to be delivered with respect pursuant to Section 6.1 or Section 7.2(a) (such date, the applicable fiscal quarter hereunder“Cure Expiration Date”), following delivery of a Notice of Intent to Cure by the Permitted Holders (or any subset thereof) of their intent to exercise their rights under this Section 10.4, the Borrower may engage in a Permitted Equity Issuance to designate any of the Equity Investors and apply the amount portion of the Net Cash Proceeds thereof (of any issuance of common Equity Interests of the “Cure Amount”) Borrower or any cash capital contribution to the common equity of the Borrower as an increase to Consolidated EBITDA with respect to such applicable quarter; provided that all such Net Cash Proceeds to be so designated (i) are actually received by the Borrower during as cash common equity (including through capital contribution of such fiscal period Net Cash Proceeds directly or after indirectly to the last day of the fiscal period covered by such financial statements but no later than fifteen (15Borrower) days after the date on which financial statements are required to be delivered with respect to of such fiscal quarter hereunder, notice and before the Cure Expiration Date and (ii) the aggregate amount of such Net Cash Proceeds or cash capital contribution that are Not Otherwise Applied and (iii) do so designated shall not exceed 100% of the aggregate amount necessary to cure such Event of Default under Section 7.11 Article VI for any applicable period. The . (b) Upon receipt by the Borrower of any such designated Net Cash Proceeds or cash capital contribution (the “Cure Amount used to calculate Amount”) in accordance with this Section 10.4, Consolidated EBITDA for one fiscal quarter any period of calculation which includes the last Fiscal Quarter of the Test Period ending immediately prior to the date on which such Cure Amount was received shall be used and included when increased, solely for the purpose of calculating the financial ratio set forth in Article VI, by an amount equal to the Cure Amount. The resulting increase to Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes from designation of calculating any financial ratios other than as applicable to Section 7.11 and a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any amounts other financial definition for any purpose under this Agreement other than for purposes of calculating the amount financial ratio set forth in Article VI and for additional clarification shall not adjust the calculation of Consolidated EBITDA for purposes of determining the Total Leverage Ratio, Senior Secured Leverage Ratio or Fixed Charge Coverage Ratio (other than for purposes of actual compliance with Article VI as of the Consolidated EBITDA referred to in the immediately preceding sentenceend of any applicable Test Period). (bc) If, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Article VI, the Borrower shall be deemed to have satisfied the requirements of Article VI 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 existing breach or default of Article VI shall be deemed cured for this purpose of the Agreement. (d) In each period of four fiscal quartersFiscal Quarters, there shall be at least two (2) fiscal quarters in Fiscal Quarters for which no Consolidated EBITDA is not increased by exercise of a cure set forth in pursuant to Section 8.05(a) is made10.4(a). (ce) For the avoidance Consolidated EBITDA shall not be increased by exercise of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall a cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that 10.4(a) more than five (5) times during the Borrower’s obligations under Section 6.03(a) shall not be relieved by term of this Section 8.05(c)Agreement.

Borrower’s 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 Performance Covenant for any Event Fiscal Quarter, from the first day of Default under any covenant set forth in Section 7.11 and such Fiscal Quarter until the expiration of the tenth (10th) day after date that is ten days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Performance Covenant is being measured are required to be delivered with respect pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities, the proceeds of which Holdings will contribute in cash to the applicable fiscal quarter hereunderBorrower as common equity (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may engage in a Permitted Equity Issuance elect to any exercise such Cure Right prior to the date of the Equity Investors and apply the amount delivery of the Net Cash Proceeds thereof applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Performance Covenant upon the delivery of such financial statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to increase Consolidated EBITDA with respect the exercise by the Borrower of such Cure Right the Financial Performance Covenant shall be recalculated giving effect to such applicable quarter; provided that such Net Cash Proceeds the following pro forma adjustments: (i) are actually received by Consolidated EBITDA shall be increased, solely for the Borrower during such fiscal period or after purpose of measuring the last day Financial Performance Covenant at the end of the fiscal period covered applicable Fiscal Quarter and applicable subsequent periods which include such Fiscal Quarter and not for any other purpose under this Agreement, by such financial statements but no later than fifteen (15) days after an amount equal to the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Cure Amount; and (ii) are Not Otherwise Applied and (iii) do not exceed if, after giving effect to the aggregate amount necessary to cure such Event foregoing recalculations, the Borrower shall then be in compliance with the requirements of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter the Financial Performance Covenant, the Borrower shall be used deemed to have satisfied the requirements of 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 included when calculating Consolidated EBITDA the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for the purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencethis Agreement. (b) In Notwithstanding anything herein to the contrary, (a) in each four-Fiscal-Quarter period of four fiscal quarters, there shall be at least two (2) fiscal quarters Fiscal Quarters in which the Cure Right is not exercised and no cure more than five Cure Rights shall be exercised during the term of this Agreement, (b) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and (c) the Cure Amount shall be set forth in Section 8.05(a) is madean Officer’s Certificate delivered to the Administrative Agent. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s 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 Financial Covenants and at any Event of Default under any covenant set forth time during the last fiscal quarter in Section 7.11 a Test Period and until the expiration of the tenth (10th) day Business Day after the date on which financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered with respect pursuant to Section 6.01 (the applicable fiscal quarter hereunder“Cure Period”), if the Borrower receives a Specified Equity Contribution during such Cure Period, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) net cash proceeds of such Specified Equity Contribution to increase Consolidated EBITDA with respect to such applicable quarterthe last fiscal quarter of the relevant Test Period; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderCure Period, and (ii) are Not Otherwise Applied and were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (iiior may have been) do not exceed contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterAvailable Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not be relied on or used for purposes of calculating any financial ratios other than as applicable determining permitted amounts with respect to Section 7.11 covenants in this Agreement and shall not result in any pricing, and that such pro forma adjustment to any amounts other than the amount of the Consolidated EBITDA referred shall be given solely for the purpose of determining the existence of a Default under the Financial Covenants with respect to in any Test Period that includes the immediately preceding sentencefiscal quarter for which such Specified Equity Contribution was received, and not for any other purpose under any Loan Document. (b) In If, after receipt of the Specified Equity Contribution and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenants during such Test Period (including for purposes of Section 4.02), the Borrower shall be deemed to have satisfied the requirements of 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 Default under Section 8.01 that had occurred shall be deemed cured; provided that (i) no more than five Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (ii) in each period of four fiscal quartersquarter period, there shall be at least two (2) fiscal quarters in respect of which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (ciii) For the avoidance of doubt, the subsequent performance or observance amount of any termSpecified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenants for any applicable period, covenant or agreement under Section 6.01, 6.02, 6.11 (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenants and 6.13 (v) no Specified Equity Contribution shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond reduce the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless amount of Consolidated Net Debt for purposes of calculating compliance with the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Financial Covenants.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in the event of any Event of Default or potential Event of Default under any covenant the covenants set forth in Section Sections 7.11 and at any time until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower Investors may engage in make a Permitted Specified Equity Issuance Contribution to any of the Equity Investors Holdings, and Holdings may apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower during as cash common equity (including through capital contribution of such fiscal period or after net cash proceeds to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bi) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (cii) For no more than four Specified Equity Contributions will be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant or agreement under Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 6.01, 6.02, 6.11 7.11 for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default Specified Equity Contribution for determining compliance with Sections 7.11 for the fiscal quarter immediately prior to the fiscal quarter in respect thereof under Section 8.01(c) notwithstanding that which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Specified Equity Contribution was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in Section 8.019, in the event of any Event of Default under any the covenant set forth in Section 7.11 Subsection 8.1 and until upon the expiration receipt of a Specified Equity Contribution during any fiscal quarter and subject to the satisfaction of the tenth (10th) day after the date on which financial statements are required to be delivered conditions with respect to Specified Equity Contribution set forth in the applicable fiscal quarter hereunderdefinition thereof, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA shall be increased with respect to such applicable quarter; provided fiscal quarter and any four fiscal quarter period that contains such Net Cash Proceeds (i) are actually received fiscal quarter by the Borrower during amount of such fiscal period or Specified Equity Contribution (the “Cured Amount”), solely for the purpose of measuring compliance with Subsection 8.1. If, after giving effect to the last day foregoing pro forma adjustment (without giving effect to any repayment of any Indebtedness with any portion of the fiscal period covered by such financial statements but no later than fifteen (15) days after Cure Amount or any portion of the date Cure Amount on which financial statements are required to be delivered the balance sheet of the Parent Borrower and its Restricted Subsidiaries, in each case, with respect to such fiscal quarter hereunderonly), (ii) are Not Otherwise Applied the Parent Borrower and (iii) do not exceed its Restricted Subsidiaries shall then be in compliance with the aggregate amount necessary to cure such Event requirements of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter Subsection 8.1 and shall be used deemed to be in compliance therewith 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 included when calculating Consolidated EBITDA the applicable breach or default hereunder that had occurred shall be deemed cured for each Test Period that includes such fiscal quarter. the purposes of this Agreement. (b) The parties hereby acknowledge that notwithstanding any other provision in this Section 8.05(a) may not Agreement to the contrary, the Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be relied on disregarded for purposes of calculating determining any financial ratios ratio-based conditions (other than as applicable to Section 7.11 and shall not result in Subsection 8.1), pricing or any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement available basket under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in this Section 8.018, in the event of any Financial Covenant Event of Default under any covenant and upon the receipt of a Specified Equity Contribution within the time period specified in the definition thereof, and subject to the satisfaction of the other conditions with respect to Specified Equity Contribution set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to definition thereof, Consolidated EBITDA shall be delivered increased with respect to the such applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to and any of the Equity Investors and apply four fiscal quarter period that contains such fiscal quarter by the amount of the Net Cash Proceeds thereof such Specified Equity Contribution (the “Cure Amount”) ), solely for the purpose of measuring compliance with subsection 7.10. If, after giving effect to increase Consolidated EBITDA the foregoing pro forma adjustment (without giving effect to any repayment of any Indebtedness with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered and its Restricted Subsidiaries, in each case, with respect to such fiscal quarter hereunderonly), (ii) are Not Otherwise Applied the Borrower and (iii) do not exceed its Restricted Subsidiaries shall then be in compliance with the aggregate amount necessary to cure such Event requirements of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter subsection 7.10, they shall be used deemed to have been in compliance therewith 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 included when calculating Consolidated EBITDA the applicable breach or default hereunder that had occurred shall be deemed cured for each Test Period that includes such fiscal quarter. the purposes of this Agreement. (b) The parties hereby acknowledge that notwithstanding any other provision in this Section 8.05(aAgreement to the contrary, (i) may not the Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be relied on disregarded for purposes of calculating Consolidated EBITDA in any determination of any financial ratios ratio-based conditions, pricing or basket under Section 7 (other than as applicable to Section 7.11 subsection 7.10) and (ii) no Revolving Lender or Issuing Bank shall not result in be required to make any adjustment to any amounts other than Extension of Credit hereunder, if a Financial Covenant Event of Default has occurred and is continuing during the amount of the Consolidated EBITDA referred to ten Business Day period during which a Specified Equity Contribution may be made (as provided in the immediately preceding sentencedefinition of Specified Equity Contribution), unless and until the Cure Amount is actually received. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s 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 requirement of any Event of Default under any covenant set forth in Section 7.11 and the Financial Performance Covenant, until the expiration of the tenth (10th) day after subsequent to the date on which financial statements with respect to the fiscal period for which the Financial Performance Covenant is being measured are required to be delivered with respect pursuant to Section 5.01, Holdings shall have the applicable fiscal quarter hereunderright to issue Qualified Equity Interests (the “Cure Right”), and upon the receipt by the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the cash (such amount of the Net Cash Proceeds thereof (cash being referred to as the “Cure Amount”) pursuant to increase Consolidated EBITDA with respect the exercise by Holdings of such Cure Right, the Financial Performance Covenant shall be recalculated giving effect to such applicable quarter; provided that such Net Cash Proceeds the following pro forma adjustments: (i) are actually received by Consolidated EBITDA shall be increased, solely for the Borrower during such fiscal period purpose of determining the existence of a Default or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 the Financial Performance Covenant with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any applicable period. The other purpose under this Agreement, by an amount equal to the Cure Amount used Amount; and (ii) if, after giving effect to calculate Consolidated EBITDA for one fiscal quarter the foregoing recalculations, the Borrower shall then be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on in compliance with the requirements of the Financial Performance Covenant (including for purposes of calculating any financial ratios other than as applicable Section 4.02), the Borrower shall be deemed to Section 7.11 and shall not result in any adjustment to any amounts other than have satisfied the amount requirements of the Consolidated EBITDA referred Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to in comply therewith at such date, and the immediately preceding sentenceapplicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement. (b) In Notwithstanding anything herein to the contrary, (a) in each period of four fiscal quarters, quarter period there shall be a period of at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Cure Right is made. , (b) all Cure Amounts shall be disregarded for purposes of determining any items in this Agreement (including basket sizes) dependent upon equity contributions or offerings and (c) For the avoidance of doubt, Cure Amount shall be no greater than the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default amount required to cause Borrower to be in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond compliance with the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Financial Performance Covenant.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in if the event of any Parent Borrower determines that an Event of Default under Section 7.01 has occurred or may occur with respect to any covenant set forth in Section 7.11 and until Test Period, during the expiration period commencing after the beginning of the tenth last Fiscal Quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable fiscal quarter hereunderlast Fiscal Quarter in such Test Period (the last day of such period being the “Anticipated Cure Deadline”), a Specified Equity Contribution may be made to the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors Parent Borrower, and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated Adjusted EBITDA with respect to such applicable quarterTest Period; provided that such Net Cash Proceeds (i) are actually received by the Parent Borrower as cash common equity (including through capital contribution of such Net Proceeds to the Parent Borrower) during such fiscal the period or commencing after the last day beginning of the fiscal period covered last Fiscal Quarter included in such Test Period by such financial statements but no later than fifteen (15) days after the date Parent Borrower and ending on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, the Anticipated Cure Deadline and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a8.02(a) may not be relied on for purposes of calculating any financial ratios (including, without limitation, any ratios set forth in the definition of Applicable Rate) other than as applicable to Section 7.11 set forth in the Financial Covenant and shall not result in any adjustment to any baskets, interest rates or other amounts other than the amount of the Consolidated Adjusted EBITDA referred to in solely for the immediately preceding sentencepurpose of calculating the Financial Covenant. (b) Upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Parent Borrower intends to make a Specified Equity Contribution in respect of a Fiscal Quarter, 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 Loan Documents that are available during continuance of an Event of Default on the basis of a failure to comply with the requirements of the Financial Covenant, unless such failure is not cured by a Specified Equity Contribution on or prior to the Anticipated Cure Deadline. (i) In each period of four fiscal quartersTest Period, there shall be at least two (2) fiscal quarters Fiscal Quarters in which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (cii) For no more than five (5) Specified Equity Contributions may be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant Specified Equity Contribution shall be no more than the amount required to cause the Borrowers to be in Pro Forma Compliance with the Financial Covenant for any applicable Test Period and (iv) there shall be no pro forma reduction in Indebtedness (or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in cash netting against such Indebtedness) with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the Fiscal Quarter with respect thereof under Section 8.01(c) notwithstanding that to which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Specified Equity Contribution was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, (x) in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings or the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during (including through capital contribution of such fiscal period or after Net Cash Proceeds by Holdings to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used , and (y) in the event of any Event of Default under Section 7.11(b) and until the expiration of the tenth (10th) day after the date on which financial statements are required to calculate be delivered with respect to the applicable fiscal year hereunder, the Borrower may direct the Administrative Agent to withdraw amounts from the Capital Expenditures Account solely to cure such Event of Default and the amount of such withdrawal shall be treated as the receipt of cash proceeds from a Permitted Equity Issuance by the Borrower with respect to such applicable fiscal year (and not as an increase to Consolidated EBITDA with respect to such applicable fiscal year); provided that (i) such withdrawal does not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11(b) for one any applicable fiscal quarter shall be used year and included when calculating Consolidated EBITDA for each Test Period that includes (ii) such fiscal quarterfunds are immediately applied to repay (and the Borrower hereby authorizes the Administrative Agent to repay) outstanding Term Loans. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In Notwithstanding the provisions of Section 8.05(a), in each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 10.1 or Section 10.2: (a) Solely for the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration has occurred as a result of the tenth (10th) day after failure to comply with Section 9.16, the date Borrowers may on which financial statements are required to be delivered with respect one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Equity Interests constituting common stock or any cash contribution to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any common capital of the Equity Investors and apply the amount of the Net Cash Proceeds thereof Construction Partners (the “Cure Amount”) as a dollar-for-dollar increase to increase Consolidated Adjusted EBITDA with respect to such for the applicable quarterFiscal Quarter; provided that (A) such Net Cash Proceeds net cash proceeds to be designated (i) are actually received by the Borrower during such fiscal period or Construction Partners after the last day end of such Fiscal Quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen tenth (1510th) days Business Day after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, applicable Fiscal Quarter (the “Cure Expiration Date”) and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default under resulting from the failure to comply with Section 7.11 for any applicable period9.16 as of such date, (B) the Borrowers shall have provided an irrevocable notice (the “Notice of Intent to Cure”) to the Administrative Agent during such 10 Business Day period that such amounts are designated as a Cure Amount and (C) the Borrowers shall prepay the Loans with such net cash proceeds pursuant to Section 5.3 on or prior to the Cure Expiration Date. The Cure Amount used shall be added to calculate Consolidated Adjusted EBITDA for one fiscal quarter shall be used the applicable Fiscal Quarter and included when calculating Consolidated EBITDA for each Test Period in any test period that includes such fiscal quarter. Fiscal Quarter. (b) The parties hereby acknowledge that any Cure Amount pursuant this Section 8.05(a) 10.3 may not be relied on for any purposes of calculating any financial ratios ratio-based covenants, tests or conditions, determining pricing and any baskets with respect to the covenants contained in the Loan Documents (including, without limitation, any based on Consolidated Adjusted EBITDA) other than as applicable to for determining actual compliance with Section 7.11 9.16 and shall not result in any adjustment to any amounts with respect to the Fiscal Quarter with respect to which such Cure Amount was made (or the period after such Fiscal Quarter but before delivery of the Notice of Intent to Cure) other than the amount of and for the purposes of the Consolidated Adjusted EBITDA referred to in the immediately preceding sentenceSection 10.3(a) above. (bc) In furtherance of Section 10.3(a) above, (i) upon actual receipt and designation of the Cure Amount by Construction Partners and the prepayment of the Loans pursuant to Section 5.3, the covenant under Section 9.16 with respect to such Fiscal Quarter shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the covenant under such Section 9.16 with respect to such Fiscal Quarter and any Event of Default or Default under Section 9.16 with respect to such Fiscal Quarter shall be deemed not to have occurred for purposes of the Loan Documents, (ii) no Lender or Lender issuing any Letter of Credit shall be required to make any extension of credit hereunder during the ten (10) Business Day period referred to above unless Construction Partners has actually received the proceeds of the Cure Amount (and prepaid the Loans pursuant to Section 5.3), (iii) no Loan Party nor any Subsidiary thereof shall be permitted to make any Restricted Payments during the ten (10) Business Day period referred to above unless Construction Partners has actually received the proceeds of the Cure Amount (and prepaid the Loans pursuant to Section 5.3) and no Restricted Payments shall be made with the proceeds of any Cure Amounts and (iv) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 10.2 (or under any other Loan Document) solely on the basis of any Default or Event of Default resulting from the failure to comply with Section 9.16 with respect to such Fiscal Quarter following receipt of a Notice of Intent to Cure until the earlier of (i) the Cure Expiration Date has occurred without the Cure Amount having been received (or the Loans not being prepaid pursuant to Section 5.3) and (ii) the Borrowers provide written notice to the Administrative Agent of its intent not to further comply with its obligations to exercise its rights under this Section 10.3. (i) In each period of four fiscal quartersconsecutive Fiscal Quarters, there shall be at least two (2) fiscal quarters Fiscal Quarters in which no cure right set forth in this Section 8.05(a10.3 is exercised, (ii) is in each Fiscal Year, there shall not be more than one (1) cure right exercised pursuant to this Section 10.3 and (iii) there shall be no pro forma reduction in Indebtedness (through either netting of cash or the prepayment of the Loans) or related Consolidated Fixed Charges with the Cure Amount for determining compliance with Section 9.16 for the Fiscal Quarter with respect to which such Cure Amount was made. (ce) For There can be no more than three Fiscal Quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)10.3 are exercised during the term of the Obligations hereunder.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any the covenant set forth in Section 7.11 and until has occurred or may occur, during the expiration period commencing after the beginning of the tenth last fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunder(the “Cure Expiration Date”), the Investors may make a Specified Equity Contribution to the Borrower may engage in (a Permitted “Designated Equity Issuance to any of the Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal the period or commencing after the last day beginning of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such last fiscal quarter hereunder, included in such Test Period by the Borrower and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred for the purpose of Section 7.11. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the immediately preceding sentenceDesignated Equity Contribution by the Borrower in an amount necessary to cure any Event of Default under the covenant set forth in Section 7.11, such covenant will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with such covenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Borrower delivers a written notice to the Administrative Agent 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 7.11 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 Borrower shall be permitted to borrow Revolving Credit Loans and Swing Line Loans and make any request for an L/C Credit Extension, until and unless the Cure Expiration Date has occurred without the Designated Equity Contribution having been designated. (bi) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Designated Equity Contribution is made. , (cii) For no more than five Designated Equity Contributions may be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant or agreement under Designated Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 6.01, 6.02, 6.11 7.11 for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default in Designated Equity Contribution for determining compliance with Section 7.11 for the fiscal quarter with respect thereof under Section 8.01(c) notwithstanding that to which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b)Designated Equity Contribution was made; provided that to the Borrower’s obligations under Section 6.03(a) shall not extent such proceeds are actually applied to prepay Indebtedness, such reduction may be relieved by this Section 8.05(c)credited in any subsequent fiscal quarter.

Borrower’s Right to Cure. (a) Notwithstanding anything If the Borrower fails to comply with any of the contrary contained in Section 8.01, in the event of any Event of Default under any covenant covenants set forth in Section 7.11 and until 7.1, from the last day of any fiscal quarter to the expiration of the tenth (10th) day after 10th Business Day subsequent to the date on which financial statements are the relevant Compliance Certificate for such fiscal quarter is required to be delivered with respect pursuant to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof Section 6.2(b) (the “Cure AmountPeriod”) ), the Borrower shall have the right to increase have Consolidated EBITDA increased by an amount equal to the Cure Amount, solely for the purpose of measuring the covenants set forth in Section 7.1, and, if the Borrower shall be in pro forma compliance with respect to such covenants after such recalculation, the applicable quarterbreach or default of such covenants that had occurred shall be deemed cured for purposes of this Agreement; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal in each four-fiscal-quarter period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two one fiscal quarter in which the Borrower does not exercise such right, (2ii) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters in during which the Borrower does not exercise such right and (iii) for purposes of this Section 8.2, (x) at any one time, the Cure Amount shall be no cure greater than the amount required for purposes of complying with the covenants set forth in Section 8.05(a7.1, and (y) is made. (c) the aggregate amount of all Cure Amounts after the date hereof shall not exceed $50,000,000. For purposes of this Section, “Cure Amount” shall mean the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that proceeds from the Borrower’s obligations under Section 6.03(a) shall not be relieved issuance of common equity for cash or other cash contributions to the capital of the Borrower received during the fiscal quarter covered by this Section 8.05(c)such Compliance Certificate or during the Cure Period.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0110.1, in the event of any Event of Default under any covenant set forth in Section 7.11 Article VI and until the expiration of the tenth (10th) day Business Day after the date on which financial statements are the Fixed Charge Coverage Ratio calculation would be required to be delivered with respect pursuant to Section 6.1 or Section 7.2(a) (such date, the applicable fiscal quarter hereunder“Cure Expiration Date”), following delivery of a Notice of Intent to Cure in accordance herewith, the Borrower may engage in a Permitted Equity Issuance to designate any of the Equity Investors and apply the amount portion of the Net Cash Proceeds thereof of any issuance of common (or, if reasonably acceptable to the “Cure Amount”Administrative Agent, preferred) Equity Interests of the Borrower or any cash capital contribution to the common or preferred equity of the Borrower as an increase to Consolidated EBITDA with respect to such applicable quarter; provided that all such Net Cash Proceeds to be so designated (i) are actually received by the Borrower during as cash common or preferred equity (including through capital contribution of such fiscal period or after Net Cash Proceeds to the last day of the fiscal period covered by such financial statements but no later than fifteen (15Borrower) days after the date on which financial statements are required to be delivered with respect to of such fiscal quarter hereunder, notice and before the Cure Expiration Date and (ii) the aggregate amount of such Net Cash Proceeds or cash capital contribution that are Not Otherwise Applied and (iii) do so designated shall not exceed 100% of the aggregate amount necessary to cure such Event of Default under Section 7.11 Article VI for any applicable period. The . (b) Upon receipt by the Borrower of any such designated Net Cash Proceeds or cash capital contribution (the “Cure Amount used to calculate Amount”) in accordance with this Section 10.4, Consolidated EBITDA for one fiscal quarter any period of calculation which includes the last Fiscal Quarter of the Test Period ending immediately prior to the date on which such Cure Amount was received shall be used and included when increased, solely for the purpose of calculating any financial ratio set forth in Article VI, by an amount equal to the Cure Amount. The resulting increase to Consolidated EBITDA from designation of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial definition for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that any purpose under this Section 8.05(a) may not be relied on Agreement other than for purposes of calculating any the financial ratios ratio set forth in Article VI and for additional clarification shall not adjust the calculation of Consolidated EBITDA for purposes of determining the Fixed Charge Coverage Ratio (other than for purposes of actual compliance with Article VI as of the end of any applicable to Section 7.11 Test Period), and any reduction in Indebtedness, if applicable, from the Cure Amount shall not reduce Fixed Charges for purpose of calculating the Fixed Charge Coverage Ratio and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencefinancial definition for any purpose under this Agreement. (bc) If, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Article VI, the Borrower shall be deemed to have satisfied the requirements of Article VI 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 existing breach or default of Article VI shall be deemed cured for this purpose of the Agreement. (d) In each period of four fiscal quartersFiscal Quarters, there shall be at least two (2) fiscal quarters in Fiscal Quarters for which no Consolidated EBITDA is not increased by exercise of a cure set forth in pursuant to Section 8.05(a) is made10.4(a). (ce) For the avoidance Consolidated EBITDA shall not be increased by exercise of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall a cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that 10.4(a) more than four (4) times during the Borrower’s obligations under Section 6.03(a) shall not be relieved by term of this Section 8.05(c)Agreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in if the event of any Parent Borrower determines that an Event of Default under the Financial Covenant has occurred or may occur with respect to any covenant set forth in Section 7.11 and until Test Period, during the expiration period commencing after the beginning of the tenth last fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable last fiscal quarter hereunderin such Test Period (the last day of such period being the “Anticipated Cure Deadline”), a Specified Equity Contribution may be made to the Parent Borrower may engage in (a Permitted “Designated Equity Issuance to any of the Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated Adjusted EBITDA with respect to such applicable quarterTest Period; provided that such Net Cash Proceeds (i) are actually received by the Parent Borrower as cash common equity (including through capital contribution of such Net Proceeds to the Parent Borrower) during such fiscal the period or commencing after the last day beginning of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such last fiscal quarter hereunder, included in such Test Period by the Parent Borrower and ending on the Anticipated Cure Deadline and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a8.02(a) may not be relied on for purposes of calculating any financial ratios (including, without limitation, any ratios set forth in the definition of Applicable Rate) other than as applicable to Section 7.11 set forth in the Financial Covenant and shall not result in any adjustment to any baskets, interest rates or other amounts other than the amount of the Consolidated Adjusted EBITDA referred to in solely for the immediately preceding sentencepurpose of calculating the Financial Covenant. (b) Upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Parent Borrower intends to make a Designated Equity Contribution in respect of a fiscal quarter, 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 Loan Documents that are available during continuance of an Event of Default on the basis of a failure to comply with the requirements of the Financial Covenant, unless such failure is not cured by a Designated Equity Contribution on or prior to the Anticipated Cure Deadline. (i) In each period of four fiscal quartersTest Period, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Designated Equity Contribution is made. , (cii) For no more than five (5) Designated Equity Contributions may be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant Designated Equity Contribution shall be no more than the amount required to cause the Borrowers to be in Pro Forma Compliance with the Financial Covenant for any applicable period and (iv) there shall be no pro forma reduction in Indebtedness (or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in cash netting against such Indebtedness) with the proceeds of any Designated Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter with respect thereof under Section 8.01(c) notwithstanding that to which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Designated Equity Contribution was made.

Borrower’s 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 Covenant on any Event Compliance Date (a “Financial Covenant Default”), on or after the first day of Default under any covenant set forth the most recently ended fiscal quarter included in Section 7.11 and the Test Period ending on such Compliance Date until the expiration of the tenth (10th) day after date that is 10 Business Days subsequent to the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered with respect pursuant to Section 5.01, Holdings shall have the right to issue Equity Interests (other than Disqualified Stock) (or any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the applicable fiscal quarter hereunderAdministrative Agent), the proceeds of which Holdings will contribute in cash to the Borrower as common equity or other equity on terms reasonably acceptable to the Administrative Agent (collectively, the “Cure Right”); provided that at the Borrower’s option, the Borrower may engage in a Permitted Equity Issuance elect to any exercise such Cure Right prior to the date of the Equity Investors and apply the amount delivery of the Net Cash Proceeds thereof applicable financial statements if the Borrower reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to increase the exercise by the Borrower of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Covenant at the end of the applicable fiscal period and applicable subsequent periods which include such fiscal period 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 recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and no more than five (5) Cure Rights shall be exercised during the Revolving Availability Period, (b) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (c) the Cure Amount shall be set forth in an officer’s certificate delivered to the Administrative Agent. (c) The Cure Right and the effects thereof on determining pricing, financial ratio-based conditions (other than for determining actual compliance with Section 6.12) or any baskets with respect to such applicable quartercovenants will be disregarded for all other purposes under the Loan Documents, including, without limitation, for purposes of calculating the leverage ratios as a threshold for permitted exceptions to any affirmative and negative covenants; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal reduction in the outstanding principal balance of the Loans due to the application of the proceeds of an the exercise of a Cure Right pursuant to Section 2.11 shall not be taken into account for purposes of determining compliance with the Financial Covenant for the measurement period or after ending on the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunderand the next three measurement periods. In addition, (ii) are Not Otherwise Applied and (iii) do not exceed exercise of the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and Right shall not result in any adjustment to any amounts other than (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the Consolidated EBITDA referred availability or amount permitted pursuant to in any covenant under Article VI or the immediately preceding sentenceAvailable Amount). (bd) In each period So long as the Borrower is entitled to exercise a Cure Right pursuant to the foregoing terms and provisions of four fiscal quartersthis Section 7.02, there neither Administrative Agent nor any Lender shall impose default interest, accelerate the Obligations or exercise any enforcement remedy against any Loan Party or any of its Subsidiaries or any of their respective properties solely on the basis of the applicable Financial Covenant Default; provided that until timely receipt of the Cure Amount, an Event of Default shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance deemed to exist for all other purposes of doubtthis Agreement, the subsequent performance including, without limitation, any term or observance provision of any termLoan Document which prohibits any action to be taken by a Loan Party or any of its Subsidiaries during the existence of an Event of Default; provided, covenant or agreement under Section 6.01further, 6.02that notwithstanding the foregoing, 6.11 and 6.13 shall upon a deemed cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b7.02(c); provided that , the Borrower’s obligations under Section 6.03(arequirements of the applicable Financial Covenant shall be deemed to have been satisfied as of the applicable fiscal quarter with the same effect as though there had been no Financial Covenant Default (and any other Default arising solely as a result thereof) shall not be relieved by this Section 8.05(c)at such date or thereafter.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Agreement (including this Article 8), in upon the event occurrence of any a Default or Event of Default under as a result of the Borrower’s failure to comply with Section 7.10 above for any covenant set forth in Section 7.11 and fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the expiration of the tenth (10th) day date that is 15 Business Days after the date on which financial statements for such fiscal quarter are required to be delivered with respect pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the applicable fiscal quarter hereunder, the Borrower may engage Administrative Agent) for cash or otherwise receive cash contributions in a Permitted respect of its Qualified Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof Interests (the “Cure Amount”) ), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of Consolidated EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated EBITDA”) solely for the purpose of determining compliance with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day Section 7.10 as of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to end of such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 subsequent periods that includes include such fiscal quarter. The parties hereby acknowledge If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.10 would be satisfied, then the requirements of Section 7.10 shall be deemed satisfied as of the end of the relevant 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 Section 7.10 that this Section 8.05(ahad occurred (or would have occurred) may not shall be relied on deemed cured for the purposes of calculating any financial ratios other than as applicable this Agreement. Notwithstanding anything herein to Section 7.11 and shall not result the contrary, (i) in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each four consecutive fiscal quarter period of four fiscal quarters, there shall be at least two (2) fiscal quarters (which may, but are not required to be, consecutive) 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, (iii) the amount of the issuance of Qualified Equity Interests given effect as a Cure Amount shall be no cure greater than the amount required for the purpose of complying with Section 7.10, (iv) there shall be no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth in Section 8.05(aArticle 7 of this Agreement or any other basket set forth in Article 7 of this Agreement, (y) is madeany ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Agreement (including this Article 8), in upon the event occurrence of any a Default or Event of Default under any covenant set forth in as a result of Holdings’ failure to comply with Section 7.11 and above for any fiscal quarter, Holdings shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the expiration of the tenth (10th) day date that is 10 Business Days after the date on which financial statements for such fiscal quarter are required to be delivered with respect pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the applicable fiscal quarter hereunder, the Borrower may engage Administrative Agent) for cash or otherwise receive cash contributions in a Permitted respect of its Qualified Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof Interests (the “Cure Amount”) ), and thereupon compliance with Section 7.11 shall be recalculated giving effect to a pro forma increase in the amount of Consolidated EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated EBITDA”) solely for the purpose of determining compliance with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day Section 7.11 as of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to end of such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 subsequent periods that includes include such fiscal quarter. The parties hereby acknowledge If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.11 would be satisfied, then the requirements of Section 7.11 shall be deemed satisfied as of the end of the relevant 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 Section 7.11 that this Section 8.05(ahad occurred (or would have occurred) may not shall be relied on deemed cured for the purposes of calculating any financial ratios other than as applicable this Agreement. Notwithstanding anything herein to Section 7.11 and shall not result the contrary, (i) in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each four consecutive fiscal quarter period of four fiscal quarters, there shall be at least two (2) fiscal quarters (which may, but are not required to be, consecutive) 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, (iii) the Cure Amount shall be no cure greater than the amount required for the purpose of complying with Section 7.11, there shall be no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 7.11 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (i) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth in Section 8.05(aArticle 7 of this Agreement or any other basket set forth in Article 7 of this Agreement, (y) is madeany ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhas occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Investors and apply Interests of Holdings or any cash contribution to the amount common capital of the Net Cash Proceeds thereof Borrower (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that such Net Cash Proceeds amounts to be designated (i) are actually received by the Borrower during such fiscal period or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen tenth (1510th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 as of such date and (iii) Borrower shall have provided notice (the “Notice of Intent to Cure”) to the 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 any 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 Section 7.11 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 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to 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 the amount of Indebtedness and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bc) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by the Borrower, the covenants under Section 7.11 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the covenants under such Section 7.11 and any Event of Default under Section 7.11 shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior the Cure Expiration Date, 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 Section 7.11 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a8.04 is exercised and (ii) is 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. (ce) For There can be no more than five (5) fiscal quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.04 are exercised during the term of the Facilities.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhas occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Investors and apply the amount Interests of the Net Cash Proceeds thereof Borrower or any contribution to the common capital of the Borrower (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that such Net Cash Proceeds amounts to be designated (i) are actually received by the Borrower during such fiscal period or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen tenth (1510th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 as of such date and (iii) Borrower shall have provided notice (the “Notice of Intent to Cure”) to the 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 any the applicable period, the amount of such net cash 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 Section 7.11 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 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to 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 baskets or other amounts (including the amount of Indebtedness and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencesentence (provided that with respect to the amount of Indebtedness, such amounts shall only deemed to not be so adjusted for the fiscal quarter in which such Cure Amount is made). (bc) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by the Borrower, the covenant under Section 7.11 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the covenant under such Section 7.11 and any Event of Default under Section 7.11 shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior the Cure Expiration Date, 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 Section 7.11 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a8.04 is exercised and (ii) is 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. (ce) For There can be no more than five (5) fiscal quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.04 are exercised during the term of the Facilities.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any the covenant set forth in Section 7.11 and until has occurred or may occur, during the expiration period commencing after the beginning of the tenth last fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderquarter, the Borrower Investors may engage in make a Permitted Specified Equity Issuance Contribution to any of the Holdings (a “Designated Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal the period or commencing after the last day beginning of the last fiscal period covered quarter included in such Test Period by such financial statements but no later than fifteen the Borrower and ending ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurpose of Section 7.11. (bi) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Designated Equity Contribution is made. , (cii) For no more than five Designated Equity Contributions may be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant or agreement under Designated Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 6.01, 6.02, 6.11 7.11 for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default in Designated Equity Contribution for determining compliance with Section 7.11 for the fiscal quarter with respect thereof under Section 8.01(c) notwithstanding that to which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b)Designated Equity Contribution was made; provided that to the Borrower’s obligations under Section 6.03(a) shall not extent such proceeds are actually applied to prepay Indebtedness, such reduction may be relieved by this Section 8.05(c)credited in any subsequent fiscal quarter.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in but subject to Sections 8.04(b) and (c), for the event purpose of any determining whether a Financial Covenant Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhas occurred, the Borrower may engage in apply the Net Cash Proceeds of a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such for and after the final day of the applicable fiscal quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such the applicable fiscal period quarter or after on or prior to the last day of the fiscal period covered by such financial statements but no later than fifteen tenth (1510th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied (including, without limitation, used to increase the Cumulative Amount) and (iii) do not exceed the maximum aggregate amount necessary to cure such any Event of Default under Section 7.11 for any applicable period7.10 as of such date. 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. The parties hereby acknowledge that this Section 8.05(a8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.10 and shall not result in any adjustment to any amounts (including the amount of Indebtedness) other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. There shall be no reduction in Indebtedness or Consolidated Total Debt with the proceeds of a Permitted Equity Issuance for determining compliance with Section 7.10 as of the end of such fiscal quarter. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon receipt of the Cure Amount by the Borrower, the covenant under Section 7.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the covenant under such Section 7.10 and any Financial Covenant Event of Default shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, neither the Administrative Agent nor any Lender shall exercise any rights or remedies under Section 8.02 (or under any other Loan Document available during the continuance of any Default or Event of Default) on the basis of any actual or purported Financial Covenant Event of Default until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a8.04(a) is made. (c) For There can be no more than five (5) fiscal quarters in which the avoidance cure set forth in Section 8.04(a) is made during the term of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Term Loans.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in this Section 8.019, in the event of any Event default in the observance or performance of Default under any the covenant set forth in Section 7.11 and until subsection 8.1, upon the expiration receipt of a Specified Equity Contribution on or prior to (i) the tenth (10th) day date that is 10 Business Days after the date on which financial statements are required to be delivered pursuant to subsection 7.1(a) or 7.1(b) for the fiscal quarter (or fiscal year that ends with such fiscal quarter) in respect of which such Specified Equity Contribution is made or (ii) the date on which a Borrowing Base Certificate is delivered in accordance with subsection 7.2(f), and subject to the satisfaction of the other conditions with respect to Specified Equity Contribution set forth in the definition thereof, Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to and any of the Equity Investors and apply four fiscal quarter period that contains such fiscal quarter by the amount of the Net Cash Proceeds thereof such Specified Equity Contribution (the “Cure Amount”) to increase Consolidated EBITDA ), solely for the purpose of measuring compliance with respect to such applicable quartersubsection 8.1; provided that such Net Cash Proceeds in each four fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made. If, after giving effect to the foregoing pro forma adjustment (i) are actually received by the Borrower during such fiscal period or after the last day without giving effect to any repayment of any Indebtedness with any portion of the fiscal period covered by such financial statements but no later than fifteen (15) days after Cure Amount or any portion of the date Cure Amount on which financial statements are required to be delivered the balance sheet of the Parent Borrower and its Restricted Subsidiaries, in each case, with respect to such fiscal quarter hereunderonly), the Parent Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of subsection 8.1, they shall be deemed to have been in compliance therewith as of the relevant date of determination with the same effect as though there had been no default in the observance or performance thereof at such date, and such default (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter resulting from such default) shall be used deemed not to have occurred and included when calculating Consolidated EBITDA shall be deemed cured for each Test Period that includes such fiscal quarter. all purposes of this Agreement. (b) The parties hereby acknowledge that that, notwithstanding any other provision in this Section 8.05(aAgreement to the contrary, (i) may not the Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be relied on disregarded for purposes of calculating Consolidated EBITDA in any determination of any financial ratios ratio-based conditions (other than as applicable to subsection 8.1), pricing or basket under Section 7.11 8 and (ii) no Lender or Issuing Lender shall not result be required to make any Extension of Credit hereunder if a default in any adjustment to any amounts other than the amount observance or performance of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure covenant set forth in Section 8.05(a) subsection 8.1 has occurred and is madecontinuing during the period in which a Specified Equity Contribution may be made unless and until the Specified Equity Contribution is actually received. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Holding Companies and the Borrower may engage in a Permitted Equity Issuance to any (provided, that in the event a Holding Company engages in a Permitted Equity Issuance in connection with a cure made under this Section, such Holding Company makes a capital contribution of the Equity Investors proceeds thereof to the Borrower) and the Borrower may apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable fiscal quarter (such fiscal quarter, a “Default Quarter”); provided that such Net Cash Proceeds (i) are actually received by the Borrower during (including through capital contribution of such fiscal period or after Net Cash Proceeds by Holdco to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter Default Quarter hereunder, and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under cause the Borrower to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any applicable period. The Cure Amount used repayment of Indebtedness in connection therewith required pursuant to calculate Consolidated EBITDA for one Section 2.05(b)(iv)); provided further, that the Borrower and the Holding Companies shall not be permitted to engage in any more than (A) two Permitted Equity Issuances pursuant to this Section 8.04 in any period of four consecutive fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterquarters or (B) five Permitted Equity Issuances pursuant to this Section 8.04 during the term of this Agreement. The parties hereby acknowledge that this Section 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the amount last day of the Consolidated EBITDA referred to in the immediately preceding sentence. a given Test Period (b) In each period of four fiscal quartersand not, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the for avoidance of doubt, the subsequent performance or observance for purposes of determining Pro Forma Compliance with Section 7.11 for any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by other purposes of this Section 8.05(cAgreement).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhas occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Investors and apply the amount Interests of the Net Cash Proceeds thereof Borrower or any cash contribution to the common capital of the Borrower (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that (A) such Net Cash Proceeds amounts to be designated (i) are actually received by the Borrower during after the end of such fiscal period quarter and on or after prior to the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days fifteenth Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder, (the “Cure Expiration Date”) and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 as of such date and (B) the Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent that 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 any the applicable period, the amount of such net cash 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 Section 7.11 is less than the full amount of such originally designated amount). The Cure Amount used shall be added to calculate Consolidated EBITDA for one the applicable fiscal quarter shall be used and included when calculating Consolidated EBITDA for each in any Test Period that includes such fiscal quarter. . (b) The parties hereby acknowledge that this Section 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 and shall not result in any adjustment to any amounts (including the amount of clause (c) or (d) of the Available Amount, Indebtedness (other than as set forth in Section 8.04(d)(ii)), Total Assets, Consolidated First Lien Net Debt, Consolidated Secured Net Debt or Consolidated Total Net Debt or any other calculation of net leverage or Indebtedness hereunder (whether directly by prepayment of debt or indirectly by way of netting) and shall not be included for purposes of determining pricing, mandatory prepayments or the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made (or the period after such quarter but before delivery of the Notice of Intent to Cure) other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentenceSection 8.04(a) above. (bc) In furtherance of Section 8.04(a) above, (i) upon actual receipt and designation of the Cure Amount by either Borrower, the covenant under Section 7.11 shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the covenant under such Section 7.11 and any Event of Default or potential Event of Default under Section 7.11 shall be deemed not to have occurred for purposes of the Loan Documents, (ii) no Lender or L/C Issuer shall be required to make any extension of credit hereunder during the fifteen (15) Business Day period referred to above unless the Borrower has actually received the proceeds of the Cure Amount, (iii) the Borrower shall not be permitted to make any Restricted Payments during the fifteen (15) Business Day period referred to above unless the Borrower has actually received the proceeds of the Cure Amount and no Cure Amount shall be made with the proceeds of any Restricted Payments made pursuant to Section 7.06(f) and (g) and (iv) 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 Section 7.11 following receipt of a Notice of Intent to Cure until and unless the Cure Expiration Date has occurred without the Cure Amount having been received. (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a8.04 is exercised and (ii) is 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. (ce) For There can be no more than four fiscal quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.04 are exercised during the term of the Facilities.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Agreement (including this ‎Article 8), in upon the event occurrence of any a Default or Event of Default under as a result of the Borrower’s failure to comply with ‎Section 7.10 above for any covenant set forth in Section 7.11 and fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the expiration of the tenth (10th) day date that is 15 Business Days after the date on which financial statements for such fiscal quarter are required to be delivered with respect pursuant to ‎Section 6.01(a) or ‎(b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the applicable fiscal quarter hereunder, the Borrower may engage Administrative Agent) for cash or otherwise receive cash contributions in a Permitted respect of its Qualified Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof Interests (the “Cure Amount”) ), and thereupon compliance with ‎Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of Consolidated EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated EBITDA”) solely for the purpose of determining compliance with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day ‎Section 7.10 as of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to end of such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 subsequent periods that includes include such fiscal quarter. The parties hereby acknowledge If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of ‎Section 7.10 would be satisfied, then the requirements of ‎Section 7.10 shall be deemed satisfied as of the end of the relevant 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 ‎Section 7.10 that this Section 8.05(ahad occurred (or would have occurred) may not shall be relied on deemed cured for the purposes of calculating any financial ratios other than as applicable this Agreement. Notwithstanding anything herein to Section 7.11 and shall not result the contrary, (i) in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each four consecutive fiscal quarter period of four fiscal quarters, there shall be at least two (2) fiscal quarters (which may, but are not required to be, consecutive) 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, (iii) the amount of the issuance of Qualified Equity Interests given effect as a Cure Amount shall be no cure greater than the amount required for the purpose of complying with ‎Section 7.10, (iv) there shall be no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with ‎Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth in Section 8.05(a‎Article 7 of this Agreement or any other basket set forth in ‎Article 7 of this Agreement, (y) is madeany ratio-based stepdown in ‎Article 2 of this Agreement or (z) the Applicable Margin. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s 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 Financial Covenants and at any Event of Default under any covenant set forth time during the last fiscal quarter in Section 7.11 a Test Period and until the expiration of the tenth (10th) day Business Day after the date on which financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered with respect pursuant to Section 6.01 (the applicable fiscal quarter hereunder"Cure Period"), if the Borrower receives a Specified Equity Contribution during such Cure Period, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) net cash proceeds of such Specified Equity Contribution to increase Consolidated EBITDA with respect to such applicable quarterthe last fiscal quarter of the relevant Test Period; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderCure Period, and (ii) are Not Otherwise Applied and were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (iiior may have been) do not exceed contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterAvailable Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not be relied on or used for purposes of calculating any financial ratios other than as applicable determining permitted amounts with respect to Section 7.11 covenants in this Agreement and shall not result in any pricing, and that such pro forma adjustment to any amounts other than the amount of the Consolidated EBITDA referred shall be given solely for the purpose of determining the existence of a Default under the Financial Covenants with respect to in any Test Period that includes the immediately preceding sentencefiscal quarter for which such Specified Equity Contribution was received, and not for any other purpose under any Loan Document. (b) In If, after receipt of the Specified Equity Contribution and the recalculations pursuant to clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenants during such Test Period (including for purposes of Section 4.02), the Borrower shall be deemed to have satisfied the requirements of 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 Default under Section 8.01 that had occurred shall be deemed cured; provided that (i) no more than five Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (ii) in each period of four fiscal quartersquarter period, there shall be at least two (2) fiscal quarters in respect of which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (ciii) For the avoidance of doubt, the subsequent performance or observance amount of any termSpecified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenants for any applicable period, covenant or agreement under Section 6.01, 6.02, 6.11 (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenants and 6.13 (v) no Specified Equity Contribution shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond reduce the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless amount of Consolidated Net Debt for purposes of calculating compliance with the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Financial Covenants.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Article 7, in the event that the Borrower fails to comply with the requirements of any Event of Default under Financial Covenant with respect to any covenant set forth in Section 7.11 and fiscal period, then, until the expiration of the tenth (10th) day after the date on which the Borrower provides the Administrative Agent notice that it intends to exercise its rights under this Section (but only if such notice is provided on or before the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance under Section 5.01 (without regard to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”cure periods set forth in Section 7.01) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderperiod), the Sponsor (iior any other holder of Equity Interests of the Borrower) are Not Otherwise Applied shall have the right to make cash contributions to the common equity of the Borrower in an amount equal to (and (iiino greater than) do not exceed the aggregate amount necessary to cure the relevant failure to comply with such Event covenant, and upon the receipt by the Borrower of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter such cash (a “Specified Equity Contribution”), such covenant shall be used and included when calculating Consolidated recalculated giving effect to the following pro forma adjustments: (i) EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not shall be relied on increased, solely for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the relevant Financial Covenant, by the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.such Specified Equity Contribution; (bii) In if, after giving effect to the foregoing recalculations, the Borrower shall be in compliance with the Financial Covenants, the Borrower shall be deemed to have satisfied the requirements of such 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 with respect to such covenants that had occurred shall be deemed to be cured for all purposes of this Agreement and the other Loan Documents; and (iii) to the extent the amount of any Specified Equity Contribution is used to repay Debt, such Debt shall not be deemed to have been repaid for purposes of calculating the Financial Covenants for the period with respect to which such Specified Equity Contribution is made; provided that (x) in each period of four fiscal quartersquarters of the Borrower, there shall be at least two (2) consecutive fiscal quarters of the Borrower in which no the right to cure set forth above is not exercised, (y) in Section 8.05(a) is made. (c) For the avoidance each period of doubt, the subsequent performance or observance eight fiscal quarters of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a, there shall be at least four consecutive fiscal quarters of the Borrower in which the right to cure set forth above is not exercised and (z) amounts contributed as Specified Equity Contributions shall not be relieved by this Section 8.05(c)disregarded for all purposes of the other covenants contained in Article 6 and for purposes of adjusting the Applicable Percentage.

Borrower’s 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 any Event of Default under any covenant set forth in Section 7.11 and 6.08, until the expiration of the tenth (10th) day after Business Day subsequent to the date on which financial statements are the certificate calculating such compliance is required to be delivered with respect pursuant to Section 5.01(a) or (b) (the applicable fiscal quarter hereunderperiod from such failure to comply to such tenth Business Day, the “Equity Cure Period”), the Borrower may engage in a shall have the right to issue Permitted Equity Issuance Cure Securities for cash or otherwise receive cash contributions to any the capital of the Borrower (collectively, the “Equity Investors Cure Right”), and apply upon the amount receipt by the Borrower of the Net Cash Proceeds thereof such cash before such tenth Business Day (the “Equity Cure Amount”) pursuant to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received the exercise by the Borrower during of such fiscal period or after Equity Cure Right compliance with the last day covenants set forth in Section 6.08 shall be recalculated giving effect to the following pro forma adjustments: (a) Borrower CFADS shall be increased, solely for the purpose of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered measuring compliance with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied Section 6.08 and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The other purpose under this Agreement, by an amount equal to the Equity 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.Amount; and (b) In if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Section 6.08, the Borrower shall be deemed to have satisfied the requirements of Section 6.08 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.08 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period of four fiscal quarters, there shall be at least two (2) fiscal quarters quarter in which the Cure Right is not exercised, (b) the Cure Amount shall be no cure set forth in greater than the amount required for purposes of complying with Section 8.05(a) is made. 6.08 as of the relevant date of determination, and (c) For no more than five (5) Cure Rights may be exercised in the avoidance of doubt, aggregate. Neither the subsequent performance Administrative Agent nor any Lender may exercise any rights or observance remedies under Section 7.01 (or under any other Loan Document) on the basis of any term, covenant actual or agreement under purported Event of Default resulting from a breach of Section 6.01, 6.02, 6.11 6.08 until and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans Equity Cure Period with respect thereto shall have expired without the Equity Cure Amount having been accelerated and/or received by the Commitments terminated pursuant to Section 8.02(b); provided Borrower (it being understood, however, that no Borrowing nor issuance of any Letter of Credit shall occur until receipt by the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(cBorrower of the Equity Cure Amount).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth for failure to comply with the financial covenants in Section 7.11 and at the end of any fiscal quarter, until the expiration of the tenth (10th) day after the date day on which the financial statements and Compliance Certificate are required to be delivered with respect to the applicable for such fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure AmountExpiration Date”), the net cash proceeds from any cash equity contribution (which equity shall be either common Equity Interests or other Qualified Equity Interests on terms and conditions reasonably acceptable to the Administrative Agent) made to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or by any Person other than a Loan Party after the last day end of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderwill, (ii) are Not Otherwise Applied and (iii) do not exceed at the aggregate amount necessary to cure such Event request of Default under the Borrower, be included in the calculation of Consolidated EBITDA solely for the purpose of determining compliance with the financial covenants in Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one at the end of such fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period applicable subsequent period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating quarter (any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to such equity contribution so included in the immediately preceding sentence. calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ba) In in each four consecutive fiscal quarter period there will be a period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure Specified Equity Contribution is made, (b) no more than four (4) Specified Equity Contributions shall be made during the term of this Agreement, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in Pro Forma Compliance with the financial covenants set forth in Section 8.05(a7.11 for such fiscal quarter, (d) Consolidated EBITDA shall be increased by an amount equal to such Specified Equity Contribution solely for the purpose of determining compliance with the financial covenants set forth in Section 7.11 with respect to any Measurement Period of the Borrower that includes the fiscal quarter for which such Specified Equity Contribution was made and not for any other purpose under this Agreement (including, without limitation, for purposes of determining the availability or amount of any covenant baskets or carve-outs, pricing or for any other purposes), (e) the net cash proceeds from any Specified Equity Contribution are applied to prepay the Loans in accordance with the requirements of Section 2.05(b), and (f) any Indebtedness (including Loans) repaid with the proceeds of any Specified Equity Contribution and any increase to Unrestricted Cash and Cash Equivalents as a result of such Specified Equity Contribution shall be disregarded for purposes of calculating the financial covenants set forth in Section 7.11 for each such period during which such Specified Equity Contribution is made. (c) For included in the avoidance calculation of doubtConsolidated EBITDA. The Borrower shall, on or prior to the making of any Specified Equity Contribution, give the Administrative Agent a written notice identifying the aggregate amount of such Specified Equity Contribution to be used to test compliance with Section 7.11 for such fiscal quarter. Upon the making of a Specified Equity Contribution, the subsequent performance or observance of any term, covenant or agreement under financial covenants set forth in Section 6.01, 6.02, 6.11 and 6.13 7.11 shall cure be recalculated giving effect to the increase in Consolidated EBITDA; provided that nothing in this Section 8.04 shall waive any Default or Event of Default that exists pursuant to Section 7.11 until such recalculation. If, after giving effect to such recalculation, the Borrower is in respect thereof under compliance with the financial covenants set forth in Section 8.01(c) notwithstanding 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, then the applicable Default or Event of Default that such performance or observance had occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing not to have occurred for all purposes of this Agreement and the other Loan Documents. Notwithstanding anything to the contrary contained in Article VIII, neither the Administrative Agent nor any Lender may exercise any rights or continuing remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default for failure to comply with Section 7.11 until and unless the Loans shall have Cure Expiration Date has occurred without a Specified Equity Contribution having been accelerated and/or the Commitments terminated pursuant to Section 8.02(b)designated and contributed; provided that during the Borrower’s obligations period set forth in this sentence, an Event of Default shall nevertheless be deemed to have occurred and be continuing for all other purposes under Section 6.03(a) shall not be relieved by this Section 8.05(cthe Loan Documents (including restrictions on Credit Extensions).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event the Borrower fails to comply with the Financial Performance Covenant with respect to a period of four consecutive fiscal quarters, then at any Event time after the end of Default under any covenant set forth in Section 7.11 and the last fiscal quarter (the “Cure Amount”) of such period of four consecutive fiscal quarters until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable such fiscal quarter hereunder, any Specified Holder may make a Specified Equity Contribution to Holdings, and Holdings shall immediately contribute such amount to the Borrower. The Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (received by the “Cure Amount”) Borrower to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during (including through capital contribution of such fiscal period or after Net Cash Proceeds by Holdings to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary for purposes of complying (by addition to cure Consolidated EBITDA) with the Financial Performance Covenant for such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge and agree that notwithstanding anything to the contrary contained elsewhere in this Agreement, this Section 8.05(a8.04(a) (and any Specified Equity Contribution or the proceeds thereof) may not be relied on for purposes of calculating any financial ratios (other than as applicable to Section 7.11 the Financial Performance Covenant for purposes of increasing Consolidated EBITDA as provided herein) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In The parties hereto agree that (i) in each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (cii) For during the term of this Agreement, no more than four Specified Equity Contributions will be made, and (iii) the cash contributed or received pursuant to such Specified Equity Contribution (A) shall be disregarded for any purpose other than increasing Consolidated EBITDA solely for the purposes of measuring the Financial Performance Covenant (and, for the avoidance of doubt, such cash shall not constitute “cash and Cash Equivalents” or Unrestricted Cash for purposes of the subsequent performance or observance definition of any term“Consolidated Total Net Debt” and shall not increase Consolidated EBITDA for the purpose of determining compliance with the Financial Performance Covenant on a Pro Forma Basis in determining whether another transaction will be permitted) and (B) for purposes of calculating the Total Net Leverage Ratio, covenant or agreement under Section 6.01the Senior Secured Net Leverage Ratio and the Financial Performance Covenant, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(cdeemed to reduce any Indebtedness or other obligations of the Loan Parties that would otherwise be included in the definition of “Consolidated Total Net Debt” (except, with respect to periods after the fiscal quarter with respect to which such Equity Issuance is made, to the extent such Specified Equity Contribution is applied to repay Indebtedness).

Borrower’s 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 any Event of Default under any covenant set forth in Section 7.11 and Financial Performance Covenant, until the expiration of the tenth (10th) 10th day after subsequent to the date on which financial statements are the certificate calculating such Financial Performance Covenant is required to be delivered with respect pursuant to the applicable fiscal quarter hereunderSection 5.04(c), the Borrower may engage in a shall have the right to issue Permitted Equity Issuance Cure Securities for cash or otherwise receive cash contributions to any the capital of the Equity Investors Borrower (collectively, the "Cure Right"), and apply upon the amount receipt by the Borrower of the Net Cash Proceeds thereof such cash (the “"Cure Amount”") pursuant to increase Consolidated EBITDA with respect its exercise of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to such applicable quarter; provided that such Net Cash Proceeds the following pro forma adjustments: (i) are actually received Adjusted EBITDA shall be increased, solely for the purpose of determining compliance with the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Cure Amount; and (ii) are Not Otherwise Applied and (iii) do not exceed If, after giving effect to the aggregate amount necessary to cure such Event foregoing recalculations, the Borrower shall then be in compliance with the requirements of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter all Financial Performance Covenants, the Borrower shall be used deemed to have satisfied the requirements of 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 included when calculating Consolidated EBITDA the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencethis Agreement. (b) In Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period of four fiscal quarters, there shall be at least two one fiscal quarter in which the Cure Right is not exercised, (2b) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters in during which no cure set forth in Section 8.05(a) the Cure Right is made. not exercised and (c) For the avoidance for purposes of doubtthis Section 7.03, the subsequent performance or observance Cure Amount shall be no greater than the amount required for purposes of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond complying with the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Financial Performance Covenants.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in the event for purposes of determining whether any Event of Default or potential Event of Default under any the covenant set forth in Section 7.11 has occurred, as of any date, and at any time after the end of the applicable fiscal quarter until the expiration of the tenth fifteenth (10th15th) day Business Day after the date on which financial statements are required to be delivered pursuant to Sections 6.01(a) or (b), as applicable with respect to the applicable fiscal quarter hereunderhereunder (the “Cure Expiration Date”), any Person (so long as no Change of Control results therefrom) may make a Specified Equity Contribution directly or indirectly to the Borrower, and the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarterfiscal quarter (the “Cure Right”); provided that such Net Cash Proceeds (i) net cash proceeds are actually received by the Borrower during as cash common equity or any other Qualified Equity Interests (including through capital contribution of such fiscal period or after net cash proceeds to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen the Cure Expiration Date. (15b) days after The right to make a Specified Equity Contribution is subject to the date on which financial statements are required to following conditions: (i) no more than two Specified Equity Contributions may be delivered with respect to such made in any period of four consecutive fiscal quarter hereunderquarters, (ii) are Not Otherwise Applied and no more than five Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iii) do not exceed the aggregate net cash proceeds of any Specified Equity Contribution shall be no more than the amount necessary required to cure such Event of Default under cause the Borrower to be in pro forma compliance with Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA , (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for one determining compliance with Section 7.11 for the 4-fiscal quarter period ending with the fiscal quarter ended immediately prior to the exercise of the Cure Right unless such Specified Equity Contribution is actually applied to prepay Loans under this Agreement, and (v) all Specified Equity Contributions shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on disregarded for purposes of calculating any determining pricing, financial ratios other than as applicable ratio-based conditions, Available Amount, Excluded Contributions or baskets with respect to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to covenants contained in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is madeLoan Documents. (c) For Notwithstanding anything to the avoidance contrary contained in Section 8.01 or 8.02, (A) upon receipt of doubta Specified Equity Contribution by the Borrower or any other Loan Party, the subsequent performance covenant set forth in Section 7.11 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 7.11 and any Default related to any failure to comply with Section 7.11 (or observance any other Default resulting directly therefrom) shall be deemed not to have occurred for any purpose under the Loan Documents and (B) unless the Administrative Agent has received a written notice from the Borrower of its intent not to make a Specified Equity Contribution and exercise its rights under this Section 8.04 prior to the Cure Expiration Date, neither the Administrative Agent nor any Lender shall exercise any rights or remedies under Section 8.02 (or under any other Loan Document) available during the continuance of any term, covenant Event of Default on the basis of any actual or agreement under purported failure to comply with Section 6.01, 6.02, 6.11 and 6.13 shall cure 7.11 (or any other Default in respect thereof under Section 8.01(cresulting directly therefrom) notwithstanding that until such performance failure is not cured with the proceeds of a Specified Equity Contribution on or observance occurred beyond prior to the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Cure Expiration Date.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant that the First Lien Net Leverage Ratio is greater than the amount set forth in Section 7.11 8.01 on the last day of any applicable Test Period, the proceeds of any equity contribution made to the Borrower, the proceeds of any issuance by the Borrower of its Equity Interests (in the form of Qualified Equity Interests) and until the expiration proceeds of any Junior Lien Debt of the tenth Borrower having terms acceptable to the Administrative Agent in its sole discretion (10th) day such Equity Interests and Junior Lien Debt, “Cure Security”), in each case, received after the date first day of such Test Period and on or prior to the day that is fifteen Business Days after the day on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderfor such Test Period and Not Otherwise Applied (such date, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure AmountExpiration Date”) will, at the request of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenant set forth in Section 8.01 at the end of such Test Period and any subsequent period that includes a fiscal quarter in such Test Period (any such equity contribution, a “Specified Equity Contribution”); provided that, (a) no Revolving Lender or Swing Line Lender shall be required to make any new extension of credit under a Loan Document, and no Issuing Banks shall be required to issue, increase the face amount of or extend any Letter of Credit, during the fifteen Business Day period referred to above if the Borrower has not received the proceeds of such Specified Equity Contribution prior to or concurrently with such extension; (b) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated Adjusted EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such any fiscal period or quarter unless, after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect giving effect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quartersrequested Specified Equity Contribution, there shall would be at least two (2) fiscal quarters in the Relevant Four Fiscal Quarter Period in which no cure Specified Equity Contribution has been made; (c) no more than five Specified Equity Contributions will be made in the aggregate, and there shall be no requirement to prepay any Indebtedness with the proceeds of Specified Equity Contributions; (d) the amount of any Specified Equity Contribution will be no greater than the minimum amount required to cause the Borrower to be in compliance with Section 8.01; (e) any proceeds of Specified Equity Contributions will be disregarded for all other purposes under the Loan Documents (including calculating Consolidated Adjusted EBITDA for purposes of determining leverage-based basket levels, pricing (including the Applicable Rate and the Applicable Commitment Fee) and other items governed by reference to Consolidated Adjusted EBITDA); and (f) there shall be no reduction in Indebtedness pursuant to a cash netting provision with the proceeds of any Specified Equity Contribution for purposes of determining compliance with the financial covenant set forth in Section 8.05(a) is 8.01 for the fiscal quarter for which such Specified Equity Contribution was made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in the event of any Event of Default or potential Event of Default under any the covenant set forth in Section 7.11 and at any time until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter or fiscal year hereunder, the Borrower Investors may engage in make a Permitted Specified Equity Issuance Contribution to any of the Equity Investors Holdings, and Holdings may apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter and any four-quarter period that contains such quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower during as cash common equity (including through capital contribution of such fiscal period or after net cash proceeds to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding the foregoing, after the occurrence of an Event of Default under the Financial Covenant, the Borrower shall not be able to request the making of any Revolving Credit Loan or Swing Line Loans or make any request for the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) during the period from the date on which the financial statements in respect of the applicable fiscal quarter or fiscal year are required to be delivered pursuant to Section 6.01(a) or (b) until receipt by the Borrower of the Specified Equity Contribution or waiver of the Event of Default. (bi) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (cii) For no more than three Specified Equity Contributions will be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant or agreement under Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 6.01, 6.02, 6.11 7.11 for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default Specified Equity Contribution for determining compliance with Section 7.11 for the fiscal quarter immediately prior to the fiscal quarter in respect thereof under Section 8.01(c) notwithstanding that which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Specified Equity Contribution was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in the event of any Event of Default or potential Event of Default under any covenant the covenants set forth in Section 7.11 Sections 7.10(a) and/or (b) and at any time until the expiration of the tenth (10th) day Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower Investors may engage in make a Permitted Specified Equity Issuance Contribution to any of the Equity Investors Holdings, and Holdings may apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower during as cash common equity (including through capital contribution of such fiscal period or after net cash proceeds to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.10 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bi) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (cii) For no more than four Specified Equity Contributions will be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant or agreement under Section 6.01, 6.02, 6.11 Specified Equity Contribution shall be no more than the amount required to cause Holdings to be in Pro Forma Compliance with Sections 7.10(a) and/or (b) for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default Specified Equity Contribution for determining compliance with Sections 7.10(a) and/or (b) for the fiscal quarter immediately prior to the fiscal quarter in respect thereof under Section 8.01(c) notwithstanding that which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Specified Equity Contribution was made.

Borrower’s 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 requirement of any Event of Default under any covenant set forth in Section 7.11 and the Financial Performance Covenant, until the expiration of the tenth (10th) day after subsequent to the date on which financial statements with respect to the fiscal period for which the Financial Performance Covenant is being measured are required to be delivered with respect pursuant to Section 5.01 (the applicable fiscal quarter hereunder“Cure Expiration Date”), the Borrower may engage in shall have the right to apply the Net Proceeds of a Permitted Qualified Equity Issuance or any contribution to any the capital of the Equity Investors Borrower (the “Cure Right”), and apply upon the receipt by the Borrower of cash (such amount of the Net Cash Proceeds thereof (cash being referred to as the “Cure Amount”) pursuant to increase Consolidated EBITDA with respect the exercise of such Cure Right, provided that the Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on or prior to the date such applicable quarter; provided amounts are contributed to Borrower that such Net Cash Proceeds constitute a “Cure Amount” (i) are actually received by it being understood that to the Borrower during extent such fiscal period or after notice is provided in advance of delivery of a Compliance Certificate for the last day applicable period, the amount of such Net Proceeds that is used as the fiscal period covered by Cure Amount may be lower than specified in such financial statements but no later than fifteen (15) days after notice to the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed extent that the aggregate amount necessary to cure such any Event of Default under Section 7.11 6.12 is less than the full amount of such specified amount), the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of a Default or Event of Default under the Financial Performance Covenant with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any applicable period. The other purpose under this Agreement, by an amount equal to the Cure Amount used Amount; and (ii) Notwithstanding anything to calculate Consolidated EBITDA for one fiscal quarter the contrary contained in Section 7.01, (A) if, after giving effect to the foregoing recalculations, the Borrower shall then be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on in compliance with the requirements of the Financial Performance Covenant (including for purposes of calculating any financial ratios other than as applicable Section 4.02), the Borrower shall be deemed to Section 7.11 and shall not result in any adjustment to any amounts other than have satisfied the amount requirements of the Consolidated EBITDA referred Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to in comply therewith at such date, and the immediately preceding sentenceapplicable breach or default of the Financial Performance Covenant that had occurred shall be deemed not to have occurred for the purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, neither the Administrative Agent nor any Lender shall exercise any rights or remedies under Section 7.01 (or under any other Loan Document available during the continuance of any Default or Event of Default) on the basis of any actual or purported Event of Default until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date. (b) In each period of four fiscal quarters, quarter period there shall be a period of at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Cure Right is made. (c) For the avoidance All Cure Amounts shall be disregarded for purposes of doubt, the subsequent performance determining any items in this Agreement (including basket sizes) dependent upon equity contributions or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)offerings.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in if the event of any Borrower determines that a Default or an Event of Default under any the covenant set forth in Section 7.11 and 7.13, has occurred or may occur, during the period commencing after the beginning of the last fiscal quarter included in such Test Period until the expiration of the tenth fifteenth (10th15th) day Business Day after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunder(or, if later, the fifteenth (15th) Business Day after the date any Covenant Trigger Period commences), any investor may make a Specified Equity Contribution to the Borrower may engage in (a Permitted “Designated Equity Issuance to any of the Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash common equity during such fiscal the period or commencing after the last day beginning of the most recently ended fiscal period covered by quarter included in such financial statements but no later than Test Period and ending fifteen (15) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderhereunder (or, if later, the fifteenth (15th) Business Day after the date any Covenant Trigger Period commences) and (ii) are Not Otherwise Applied and identified as a Designated Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent; provided further that, until the expiration of such fifteen (iii15) do not exceed the aggregate amount necessary to cure such Business Day period, no Default or Event of Default under with regards to the covenant set forth in Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter 7.13 shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterdeemed to have occurred under this Agreement or any other Loan Document. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.13 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurpose of Section 7.13. (bi) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Designated Equity Contribution is made. , (cii) For no more than five Designated Equity Contributions may be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any termDesignated Equity Contribution that is given effect shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 7.13 for any applicable period, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c(iv) notwithstanding that prior to the receipt of such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that Designated Equity Contribution by the Borrower’s obligations under Section 6.03(a) , no Lender shall not be relieved by this Section 8.05(c)required to fund any Borrowings hereunder or honor any request for a L/C Credit Extension.

Borrower’s 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 requirement of any Event of Default under any covenant set forth in Section 7.11 and Financial Performance Covenant, until the expiration of the tenth (10th) day after fifth Business Day subsequent to the date on which financial statements with respect to the fiscal period for which such Financial Performance Covenant is being measured are required to be delivered with respect pursuant to Section 5.01, Holdings shall have the applicable fiscal quarter hereunderright to issue Permitted Securities (the “Cure Right”), and upon the receipt by the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the cash (such amount of the Net Cash Proceeds thereof (cash being referred to as the “Cure Amount”) pursuant to increase Consolidated EBITDA with respect the exercise by Holdings of such Cure Right, such Financial Performance Covenants shall be recalculated giving effect to such applicable quarter; provided that such Net Cash Proceeds the following pro forma adjustments: (i) are actually received by Consolidated EBITDA shall be increased, solely for the Borrower during such fiscal period purpose of determining the existence of a Default or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 the Financial Performance Covenants with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any applicable period. The other purpose under this Agreement, by an amount equal to the Cure Amount used Amount; and (ii) if, after giving effect to calculate Consolidated EBITDA for one fiscal quarter the foregoing recalculations, the Borrower shall then be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on in compliance with the requirements of all Financial Performance Covenants (including for purposes of calculating any financial ratios other than as applicable Section 4.02), the Borrower shall be deemed to Section 7.11 and shall not result in any adjustment to any amounts other than have satisfied the amount requirements of the Consolidated EBITDA referred Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to in comply therewith at such date, and the immediately preceding sentenceapplicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for the purposes of this Agreement. (b) In Notwithstanding anything herein to the contrary, the Cure Amount shall not exceed $10,000,000; provided that any such prepayment shall not reduce any Lender’s Revolving Commitment; provided further that (a) in each period of four fiscal quarters, quarter period there shall be a period of at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Cure Right is made. , (b) in each eight fiscal quarter period there shall be a period of at least four consecutive fiscal quarters during which no Cure Right is made and (c) For the avoidance of doubt, Cure Amount shall be no greater than the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default amount required to cause Borrower to be in respect thereof under Section 8.01(c) notwithstanding that compliance with such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Financial Performance Covenant.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any covenant set forth in Section 7.11 and until the expiration Financial Performance Covenant has occurred or may occur, during the period commencing after the beginning of the tenth last fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunder(such period, the Borrower may engage in a Permitted Equity Issuance to any “Designated Contribution Period” and such last day of the Designated Contribution Period, the “Cure Expiration Date”), the Permitted Holders may make a Specified Equity Investors Contribution to the Parent (a “Designated Equity Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (shall, at the “Cure Amount”) request of the Borrower, be deemed to increase Consolidated EBITDA with respect to such applicable quarterfiscal quarter for the purpose of determining compliance with the Financial Performance Covenant at the end of such fiscal quarter and applicable subsequent periods; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower Parent as cash common equity during such fiscal the period or commencing after the last day beginning of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such last fiscal quarter hereunder, included in such Test Period and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurposes of Section 7.09. (bi) In each period of four (4) consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Designated Equity Contribution is made, (ii) no more than five (5) Designated Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Designated Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 7.09 for any applicable period and (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 net cash proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent fiscal quarter. (c) For Neither the avoidance of doubt, Administrative Agent nor any Lender shall exercise the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless right to accelerate the Loans and none of Administrative Agent, any Lender or any Secured Party shall have been accelerated and/or exercise any right to foreclose on or take possession of the Commitments terminated Collateral or exercise any other remedy pursuant to Section 8.02(b); provided 8.02, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing as a result of non-compliance with the Financial Performance Covenant (except to the extent that the Borrower’s obligations under Section 6.03(a) shall Permitted Holders have confirmed in writing that they do not be relieved by this Section 8.05(cintend to provide an equity contribution).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.16 (and the definitions related thereto) and Section 9.1 but without prejudice to any remedies which have already been exercised by a Secured Party at such time, in the event of any Event of Default under any covenant set forth in Section 7.11 and 8.16(b) or Section 8.16(c), the Borrowers may at their option cure such Event of Default with an injection of cash by way of equity contribution or loans into any Borrower or Borrowers, directly or indirectly, from the Parent (provided that if such cash injection is in the form of a loan, such loan is subordinated to the Obligations on terms reasonably satisfactory to the Majority Lenders) (such equity contribution and/or loans, an “Equity Cure Injection”) in an amount which, when added to EBITDAX for the applicable Measurement Period, would result in the Borrowers complying with Section 8.16(b) or Section 8.16(c) (as applicable); provided that the Borrowers’ rights under this Section 9.7 may not be exercised on more than two (2) occasions per year during the period from the Closing Date until the expiration Maturity Date. (b) Each Equity Cure Injection must be made within ten (10) Business Days of the tenth delivery of the relevant Compliance Certificate under Section 7.1(d) which shows the Borrowers’ failure to comply with Section 8.16(b) or Section 8.16(c). (10thc) day after To the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage extent that any Equity Cure Injection is made in a Permitted Equity Issuance particular period to any enable the cure of a breach under Section 8.16(b) or Section 8.16(c) in respect of a previous Measurement Period, only that portion of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 (iii) do not exceed the aggregate amount Injection necessary to cure such Event of Default under Section 7.11 8.16 for any such applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter Measurement Period shall be used and included when treated as increasing EBITDAX for the purpose of calculating Consolidated EBITDA for each Test the financial covenants in Section 8.16 in respect of that Measurement Period that includes by an amount equal to such fiscal quarterportion of the relevant Equity Cure Injection. The parties hereby acknowledge that this Section 8.05(aclause (c) may shall not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 8.16(b) or Section 8.16(c) and shall not result in any adjustment to EBITDAX or any amounts other amounts, other than the amount of the Consolidated EBITDA EBITDAX referred to in the immediately preceding sentence. (bd) In each period of four fiscal quartersIf, there after giving effect to the recalculation referred to in Section 9.7(c), the relevant test under Section 8.16 is met, then the requirements thereof shall be deemed to have been satisfied as at least two (2) fiscal quarters in which the relevant original date of testing as though there has been no cure set forth in Section 8.05(a) is madefailure to comply with such test and any Default or Event of Default occasioned thereby shall be deemed to have been remedied for the purposes of this Agreement and the other Loan Documents. (ce) For The proceeds of each Equity Cure Injection may be used by the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b)Borrowers for general corporate purposes; provided that in the Borrower’s obligations under period commencing on the date on which an Equity Cure Injection is made and ending on the first date thereafter on which a Compliance Certificate delivered by the Borrowers to the Administrative Agent in accordance with Section 6.03(a7.1(d) demonstrates that the Borrowers are in compliance with Section 8.16, the Borrowers shall not make or pay, or permit to be relieved made or paid, any dividend or distribution (whether in cash or in kind) in relation to their respective share capital, any redemption or reduction of their respective share capital, any payments in respect of any loans made available to them by this Section 8.05(c)any Affiliate or any other distribution to any of their respective shareholders.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.1, in the event for purposes of any determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.11 and until Sections 6.12, any cash received by the expiration Borrower after the last day of the tenth fiscal quarter in respect of which such Event of Default has occurred and on or prior to the date that is five (10th5) day Business Days after the date on which financial statements are required to be delivered with respect to the applicable for such fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure AmountExpiration Date”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by will, at the Borrower during such fiscal period or after the last day request of the fiscal period covered by such Borrower, be included in the calculation of Borrowing Base or the Borrowing Base Eligible Assets solely for the purposes of determining compliance with the financial statements but no later than fifteen (15) days after covenants set forth in Sections 6.12 at the date on which financial statements are required to be delivered with respect to end of such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 subsequent period that includes such fiscal quarter. The parties hereby acknowledge quarter (a “Cash Cure Amount”); provided that this Section 8.05(a(a) may not the amount of any Cash Cure Amount and the use of proceeds therefrom will be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other no greater than the amount of required to cause the Consolidated EBITDA referred Borrower to be in compliance with the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure financial covenants set forth in Section 8.05(a6.12 and (b) is made. the proceeds of all Cash Cure Amounts shall be applied to prepay the Loans and accompanied by the applicable Prepayment Premium required by Section 2.8(d) (c) if any). Upon the delivery of the Cash Cure Amount to the Borrower prior to the Cure Expiration Date, any Event of Default that has occurred pursuant to Section 6.12 shall be deemed to not have occurred and, for the avoidance of doubt, neither any Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Delayed Draw Term Loan Commitments and none of any Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 7.2, the other Loan Documents or applicable law prior to the Cure Expiration Date solely on the basis of an Event of Default having occurred and continuing under Section 6.12 (except to the extent that the Borrower has confirmed that in writing that it does not intend to provide a Cash Cure Amount). For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) Borrower shall not be relieved able to obtain any Loan hereunder until receipt by this the Agents of the Cash Cure Amount; and (b) Notwithstanding anything to the contrary herein, the Borrower shall (to the extent capable of cure) have five (5) Business Days to cure any event that would give rise to a reduction in value of any Borrowing Base Eligible Asset, including, for the avoidance of doubt, a VAE and any event described in Section 8.05(c)11.5.

Borrower’s 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 any Event of Default under any covenant set forth in Section 7.11 and Financial Performance Covenant, until the expiration of the tenth (10th) 10th day after subsequent to the date on which financial statements are the certificate calculating such Financial Performance Covenant is required to be delivered with respect pursuant to the applicable fiscal quarter hereunderSection 5.04(c), the Borrower may engage in a shall have the right to issue Permitted Equity Issuance Cure Securities for cash or otherwise receive cash contributions to any the capital of the Equity Investors Borrower (collectively, the “Cure Right”), and apply upon the amount receipt by the Borrower of the Net Cash Proceeds thereof such cash (the “Cure Amount”) pursuant to increase Consolidated EBITDA with respect its exercise of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to such applicable quarter; provided that such Net Cash Proceeds the following pro forma adjustments: (i) are actually received Adjusted EBITDA shall be increased, solely for the purpose of determining compliance with the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Cure Amount; and (ii) are Not Otherwise Applied and (iii) do not exceed If, after giving effect to the aggregate amount necessary to cure such Event foregoing recalculations, the Borrower shall then be in compliance with the requirements of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter all Financial Performance Covenants, the Borrower shall be used deemed to have satisfied the requirements of 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 included when calculating Consolidated EBITDA the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencethis Agreement. (b) In Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period of four fiscal quarters, there shall be at least two one fiscal quarter in which the Cure Right is not exercised, (2b) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters in during which no cure set forth in Section 8.05(a) the Cure Right is made. not exercised and (c) For the avoidance for purposes of doubtthis Section 7.03, the subsequent performance or observance Cure Amount shall be no greater than the amount required for purposes of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond complying with the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Financial Performance Covenants.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under the Financial Covenant has occurred, a Borrower may on one or more occasions designate any covenant set forth in Section 7.11 and until the expiration portion of the tenth (10th) day after net cash proceeds from any Subordinated Shareholder Loans, sale or issuance of Qualified Equity Interests of a member of the date on which financial statements are required to be delivered with respect Restricted Group or contribution to the applicable fiscal quarter hereunder, the Borrower may engage in common capital of a Permitted Equity Issuance to any member of the Restricted Group (or from any other contribution to capital or issuance of any other Equity Investors and apply Interests on terms reasonably satisfactory to the amount of the Net Cash Proceeds thereof Administrative Agent) (the “Cure Amount”) ), at the option of such Borrower, as an increase to increase Consolidated EBITDA with respect to such or a deduction from the calculation of Indebtedness for the applicable fiscal quarter; provided that such Net Cash Proceeds (i) such amounts to be designated are actually received by such member of the Borrower during such fiscal period Restricted Group on or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen (15) days 15th Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunderwhich shows that the Financial Covenant has been breached (the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) such amounts do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 the Financial Covenant as of such date and (iii) such Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent any such notice is provided in advance of delivery of a Compliance Certificate for any the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be different than the amount necessary to cure any Event of Default under the Financial Covenant and may be modified, as necessary, in a subsequent corrected notice delivered on or before the Cure Expiration Date (it being understood that in any event the final designation of the Cure Amount shall continue to be subject to the requirements set forth in clauses (i) and (ii) above)). The Cure Amount used to calculate Consolidated EBITDA or Indebtedness for one fiscal quarter shall be used and included when calculating Consolidated EBITDA or Indebtedness for each Test Period that includes such fiscal quarter. . (b) The parties hereby acknowledge that this Section 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 7.02 (and not pro forma compliance with Section 7.02 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA or Indebtedness referred to in the immediately preceding sentence. (bc) In furtherance of Section 8.04(a), (i) upon actual receipt and designation of the Cure Amount by a member of the Restricted Group, the Financial Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default or resulting Event of Default arising solely as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (ii) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from such Borrower stating its good faith intention to exercise its right set forth in this Section 8.04, neither the Administrative Agent on or after the last day of the applicable quarter 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 Financial Covenant (and any other Default or resulting Event of Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a) 8.04 is madeexercised. (ce) For There can be no more than five fiscal quarters in which the avoidance cure rights set forth in this Section 8.04 are exercised during the term of doubtthe Facilities; provided that, so long as the subsequent performance or observance Initial Revolving Credit Commitments are no longer outstanding, there may be an additional fiscal quarter after the latest Maturity Date of the Initial Revolving Credit Commitments in which the cure rights set forth in this Section 8.04 are exercised during the term of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Revolving Credit Commitments.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhas occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Investors and apply Interests of Holdings or any cash contribution to the amount common capital of the Net Cash Proceeds thereof Borrower (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that such Net Cash Proceeds amounts to be designated (i) are actually received by the Borrower during such fiscal period or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen tenth (1510th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 as of such date and (iii) Borrower shall have provided notice (the “Notice of Intent to Cure”) to the 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 any 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 Section 7.11 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 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 (and not for purposes of determining whether the Payment Condition is satisfied or for calculating any financial ratio for any other purpose under this Agreement) and shall not result in any adjustment to any amounts (including the amount of Indebtedness and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bc) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by the Borrower, the covenants under Section 7.11 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the covenants under such Section 7.11 and any Event of Default under Section 7.11 shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior the Cure Expiration Date, 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 Section 7.11 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a8.04 is exercised and (ii) is 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. (ce) For There can be no more than five (5) fiscal quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.04 are exercised during the term of the Facilities.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any covenant set forth in Section 7.11 and until with respect to the expiration Financial Covenant has occurred or may occur, during the period commencing after the beginning of the tenth last calendar quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to such calendar quarter (the applicable fiscal quarter hereunder“Cure Expiration Date”), a Specified Equity Contribution may be made to the Borrower may engage in (a Permitted “Designated Equity Issuance to any of the Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash common equity during such fiscal the period or commencing after the last day beginning of the fiscal period covered by last calendar quarter included in such financial statements but no later than fifteen (15) days after Test Period and ending on the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Cure Expiration Date and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred for the purpose of Section 7.09. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the immediately preceding sentenceDesignated Equity Contribution by the Borrower in an amount necessary to cure any Event of Default with respect to the Financial Covenant, such covenant will be deemed satisfied and complied with as of the end of the relevant calendar quarter with the same effect as though there had been no failure to comply with such covenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Borrower delivers a written notice to the Administrative Agent 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 with respect to the Financial Covenant 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 Borrower shall not be permitted to borrow Revolving Credit Loans and Swing Line Loans or request the issuance of Letters of Credit until and unless the Designated Equity Contribution has been received by the Borrower. (bi) In each period of four fiscal consecutive calendar quarters, there shall be at least two (2) fiscal calendar quarters in which no cure Designated Equity Contribution is made, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Designated Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with the Financial Covenant 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 Covenant for the calendar 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 Section 8.05(athe proviso to clause (iv) is made. (c) For the avoidance of doubtabove, the subsequent performance or observance foregoing may not be relied on for purposes of calculating any term, covenant or agreement under Section 6.01, 6.02, 6.11 financial ratios other than compliance with the Financial Covenant and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)result in any adjustment to any “baskets” or other amounts other than the amount of Consolidated EBITDA referred to in clause (a) above.

Borrower’s Right to Cure. (aA) Notwithstanding anything In the event of an unintentional default by Borrower with respect to payment obligations or the contrary contained in Section 8.01delivery of Contract Delivery Documents or Certificates of Title or Remittances, in Borrower shall have three (3) Business Days after written notice from Lender to cure the default before Lender may exercise its right to xxx Borrower or its rights under Sections 15.2(C), (D), (E) or (F). In the event of any other type of unintentional default by Borrower, including, but not limited to, any default of the covenants on Exhibit 13.6, Borrower shall have thirty (30) calendar days after written notice from Lender to cure the default before Lender may exercise such rights. Regardless of whether Borrower cures a default, Lender shall be entitled to indemnification pursuant to Article XII with respect to any Losses arising from claims asserted against Lender. (B) All other provisions of this Agreement (including the cure provisions of Section 15.7(A) above) notwithstanding, if (i) as a result of default, any obligation of Borrower for the payment of any indebtedness or liability for borrowed money (other than hereunder) becomes or is declared to be due and payable prior to the expressed maturity thereof, or (ii) as a result of default under or in connection with any indebtedness or liability for borrowed money, a secured party takes action to enforce its rights or remedies with regard to any security interest or collateral granted or provided by the Borrower, then Lender may declare an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect hereunder effective upon written notice thereof to the applicable fiscal quarter hereunderBorrower, the Borrower and may engage in a Permitted Equity Issuance thereupon exercise all rights and remedies of Lender provided hereunder (including but not limited to any Section 15.2) or otherwise at law upon an Event of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) Default, Pre-Default Event or default. Lender's right to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 (iii) do not exceed the aggregate amount necessary to cure such declare an Event of Default under Section 7.11 for any applicable period. The Cure Amount used and 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated exercise its remedies pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)preceding sentence is absolute and unconditional.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under the Financial Covenant has occurred, a Borrower may on one or more occasions designate any covenant set forth in Section 7.11 and until the expiration portion of the tenth (10th) day after net cash proceeds from any Subordinated Shareholder Loans, sale or issuance of Qualified Equity Interests of a member of the date on which financial statements are required to be delivered with respect Restricted Group or contribution to the applicable fiscal quarter hereunder, the Borrower may engage in common capital of a Permitted Equity Issuance to any member of the Restricted Group (or from any other contribution to capital or issuance of any other Equity Investors and apply Interests on terms reasonably satisfactory to the amount of the Net Cash Proceeds thereof Administrative Agent) (the “Cure Amount”) ), at the option of such Borrower, as an increase to increase Consolidated EBITDA with respect to such or a deduction from the calculation of Indebtedness for the applicable fiscal quarter; provided that such Net Cash Proceeds (i) such amounts to be designated are actually received by such member of the Borrower during such fiscal period Restricted Group on or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen (15) days 15th Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunderwhich shows that the Financial Covenant has been breached (the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) such amounts do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 the Financial Covenant as of such date and (iii) such Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent any such notice is provided in advance of delivery of a Compliance Certificate for any the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be different than the amount necessary to cure any Event of Default under the Financial Covenant and may be modified, as necessary, in a subsequent corrected notice delivered on or before the Cure Expiration Date (it being understood that in any event the final designation of the Cure Amount shall continue to be subject to the requirements set forth in clauses (i) and (ii) above)). The Cure Amount used to calculate Consolidated EBITDA or Indebtedness for one fiscal quarter shall be used and included when calculating Consolidated EBITDA or Indebtedness for each Test Period that includes such fiscal quarter. . (b) The parties hereby acknowledge that this Section 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 7.02 (and not pro forma compliance with Section 7.02 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA or Indebtedness referred to in the immediately preceding sentence. (bc) In furtherance of Section 8.04(a), (i) upon actual receipt and designation of the Cure Amount by a member of the Restricted Group, the Financial Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default or Event of Default arising solely as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (ii) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from such Borrower stating its good faith intention to exercise its right set forth in this Section 8.04, neither the Administrative Agent on or after the last day of the applicable quarter 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 Financial Covenant (and any other Default or Event of Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a) 8.04 is madeexercised. (ce) For There can be no more than five fiscal quarters in which the avoidance cure rights set forth in this Section 8.04 are exercised during the term of doubtthe Facilities; provided that, so long as the subsequent performance or observance Initial Revolving Credit Commitments are no longer outstanding, there may be an additional fiscal quarter after the latest Maturity Date of the Initial Revolving Credit Commitments in which the cure rights set forth in this Section 8.04 are exercised during the term of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Revolving Credit Commitments.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event of any Event of Default under any covenant set forth in Section 7.11 resulting from a breach of Sections 6.13 – 6.14, and until the expiration of the tenth fifteenth (10th15th) day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof period hereunder (the “Reporting Date”; and such 15-day period, the “Cure AmountPeriod”) ), the Sponsor may, if the IPO Closing Date has not occurred and Notice of Intent to Cure has been delivered to the Administrative Agent by the Reporting Date, make cash equity investments in the Borrower on account of common Equity Interests, which may be applied by the Borrower to increase Consolidated EBITDA with respect to such applicable quarterLiquidity for purposes of the covenant in Section 6.14; provided that that, in any case, such Net Cash Proceeds cash equity investments (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and Applied, (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 Sections 6.13 – 6.14 for any applicable period. The , and (iv) other than to the extent such cure is being exercised solely to cure the Liquidity covenant in Section 6.14, the Borrower applies such equity investment as a prepayment of the outstanding Tranche B Advances, and if no such Tranche B Advances are outstanding, as a prepayment of the outstanding Tranche A Revolving Advances (the “Covenant Cure Amount used Payments”). (b) If, after giving effect to calculate Consolidated EBITDA for one fiscal quarter the foregoing recalculations, the Borrower shall then be in compliance with the requirements of Sections 6.13 – 6.14, as applicable, the Borrower shall be used deemed to have satisfied the requirements of Sections 6.13 – 6.14, as applicable, as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and included when calculating Consolidated EBITDA the applicable breach or default of Sections 6.13 – 6.14, as applicable, that had occurred shall be deemed cured for each Test Period that includes such fiscal quarterthe purposes of this Agreement. The parties hereby acknowledge that this Section 8.05(a) 7.07 may not be relied on for purposes of calculating any financial ratios or covenants other than as applicable to Section 7.11 Sections 6.13 – 6.14 and shall not result in any adjustment to any amounts other than the amount of Liquidity for purposes of Section 6.14. The parties hereby further acknowledge that the Consolidated EBITDA referred to application of proceeds from the Covenant Cure Payment shall not result in any pro forma reduction of the immediately preceding sentenceamount of Debt for the fiscal quarter which is being cured. (bc) In each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters in which no cure set forth in Section 8.05(a) 7.07 is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Section 8.0111, in the event of any Default or Event of Default under any the covenant set forth in Section 7.11 and 10.07, until the expiration of the tenth (10th) day Business Day after the date on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect to the applicable fiscal quarter hereunderFiscal Quarter hereunder (any such date the “Cure Termination Date”), the Borrower may engage in a Permitted Equity Issuance shall have the right (the “Cure Right”) to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (net cash proceeds received from the “Cure Amount”) issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that such Net Cash Proceeds (i) such net cash proceeds are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter Cure Quarter hereunder, (ii) are Not Otherwise Applied and (iii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 7.11 for 10.07; provided further that no Lender shall have any applicable obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The 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. The parties hereby acknowledge that this Section 8.05(a) 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 7.11 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to any amounts Consolidated Adjusted EBITDA other than the amount for purposes of the Consolidated EBITDA referred to in the immediately preceding sentencecompliance with Section 10.07. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in but subject to Sections 8.04(b) and (c), for the event purpose of any determining whether an Event of Default has occurred under any covenant set forth in Section 7.11 7.10 as of any date, the Borrower may, in its sole discretion, apply the Net Cash Proceeds of a Permitted Equity Issuance (the “Cure Amount”) to increase Consolidated EBITDA and until Consolidated EBITDAR for and after the expiration final day of the applicable fiscal quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during the applicable fiscal quarter or on or prior to the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the such applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure AmountExpiration Date”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 not used to increase the Cumulative Amount and (iii) do not exceed the maximum aggregate amount necessary to cure such any Event of Default under Section 7.11 for any applicable period7.10 as of such date. The Cure Amount used to calculate Consolidated EBITDA and Consolidated EBITDAR for one fiscal quarter shall be used and included when calculating Consolidated EBITDA and Consolidated EBITDAR for each Test Period that includes such fiscal quarterquarter (it being understood that full Cure Amount necessary to cure any covenant under Section 7.10 shall apply to the calculation of the covenant under Section 7.10). The parties hereby acknowledge that this Section 8.05(a8.04(a) may not be relied on upon for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.10 and shall not result in any adjustment to any amounts (including the amount of Indebtedness or Consolidated Total Debt) other than the amount of the Consolidated EBITDA and Consolidated EBITDAR referred to in the immediately preceding sentencesentence during the fiscal quarters in which such amount is included in Consolidated EBITDA and Consolidated EBITDAR. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon receipt of the Cure Amount by the Borrower, the applicable covenant(s) in Section 7.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with any covenant in such Section 7.10 and any Default or Event of Default related to any failure to comply with any covenant in such Section 7.10 shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, neither the Administrative Agent nor any Lender shall exercise any rights or remedies under Section 8.02 (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of any actual or purported failure to comply with any covenant in such Section 7.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date. (b) In each period of four (4) consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a8.04(a) is made. (c) For There can be no more than five (5) fiscal quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under cure set forth in Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c8.04(a) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.17 (and the definitions related thereto) and Section 9.1, in the event of any Event of Default under any covenant set forth in Section 7.11 and 8.17(b) or Section 8.17(c), the Borrowers may at their option cure such Event of Default with an injection of cash by way of equity contribution or loans into any Borrower or Borrowers, directly or indirectly, from the Parent (provided that if such cash injection is in the form of a loan, such loan is subordinated to the Obligations on terms reasonably satisfactory to the Majority Lenders) (such equity contribution and/or loans, an “Equity Cure Injection”) in an amount which, when added to EBITDAX for the applicable Measurement Period, would result in the Borrowers complying with Section 8.17(b) or Section 8.17(c) (as applicable), provided that the Borrowers’ rights under this Section 9.5 may not be exercised on more than two (2) occasions per year during the period from the Closing Date until the expiration Maturity Date. (b) Each Equity Cure Injection must be made within ten (10) Business Days of the tenth delivery of the relevant Compliance Certificate under Section 7.1(d) which shows the Borrowers’ failure to comply with Section 8.17(b) or Section 8.17(c). (10thc) day after To the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage extent that any Equity Cure Injection is made in a Permitted Equity Issuance particular period to any enable the cure of a breach under Section 8.17(b) or Section 8.17(c) in respect of a previous Measurement Period, only that portion of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 (iii) do not exceed the aggregate amount Injection necessary to cure such Event of Default under Section 7.11 8.17 for any such applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter Measurement Period shall be used and included when treated as increasing EBITDAX for the purpose of calculating Consolidated EBITDA for each Test the financial covenants in Section 8.17 in respect of that Measurement Period that includes by an amount equal to such fiscal quarterportion of the relevant Equity Cure Injection. The parties hereby acknowledge that this Section 8.05(aclause (c) may shall not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 8.17(b) or Section 8.17(c) and shall not result in any adjustment to EBITDAX or any amounts other amounts, other than the amount of the Consolidated EBITDA EBITDAX referred to in the immediately preceding sentence. (bd) In each period of four fiscal quartersIf, there after giving effect to the recalculation referred to in Section (c), the relevant test under Section 8.17 is met, then the requirements thereof shall be deemed to have been satisfied as at least two (2) fiscal quarters in which the relevant original date of testing as though there has been no cure set forth in Section 8.05(a) is madefailure to comply with such test and any Default or Event of Default occasioned thereby shall be deemed to have been remedied for the purposes of this Agreement and the other Loan Documents. (ce) For The proceeds of each Equity Cure Injection may be used by the avoidance of doubtBorrowers for general corporate purposes provided that in the period commencing on the date on which an Equity Cure Injection is made and ending on the first date thereafter on which a Compliance Certificate delivered by the Borrowers to the Administrative Agent in accordance with Section 7.1(d) demonstrates that the Borrowers are in compliance with Section 8.17, the subsequent performance Borrowers shall not make or observance pay, or permit to be made or paid, any dividend or distribution (whether in cash or in kind) in relation to their respective share capital, any redemption or reduction of their respective share capital, any payments in respect of any term, covenant loans made available to them by any Affiliate or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant other distribution to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)any of their respective shareholders.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any the covenant set forth in Section 7.11 and until has occurred or may occur, during the expiration period commencing after the beginning of the tenth (10th) day last fiscal quarter included in such Test Period and ending 10 Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderquarter, the Borrower Investors may engage in make a Permitted Specified Equity Issuance Contribution to any of the Holdings (a “Designated Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) net cash proceeds are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal the period or commencing after the last day beginning of the last fiscal period covered quarter included in such Test Period by such financial statements but no later than fifteen (15) days the Borrower and ending 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 (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurpose of Section 7.11. (b) (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Designated Equity Contribution is made. , (cii) For no more than five Designated Equity Contributions may be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant or agreement under Designated Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 6.01, 6.02, 6.11 7.11 for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default in Designated Equity Contribution for determining compliance with Section 7.11 for the fiscal quarter with respect thereof under Section 8.01(c) notwithstanding that to which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Designated Equity Contribution was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Article 7, in the event that the Borrower fails to comply with the requirements of the Financial Covenant or any Event of Default under any financial covenant set forth in Section 7.11 and the First Lien Credit Agreement with respect to any fiscal period, then, until the expiration of the tenth (10th) day after the date on which the Borrower provides the Administrative Agent notice that it intends to exercise its rights under this Section (but only if such notice is provided on or before the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance under Section 5.01 (without regard to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”cure periods set forth in Section 7.01) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderperiod), the Sponsor (iior any other holder of Equity Interests of the Borrower) are Not Otherwise Applied shall have the right to make cash contributions to the common equity of the Borrower in an amount equal to (and (iiino greater than) do not exceed the aggregate amount necessary to cure the relevant failure to comply with such Event covenant, and upon the receipt by the Borrower of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter such cash (a “Specified Equity Contribution”), such covenant shall be used and included when calculating Consolidated recalculated giving effect to the following pro forma adjustments: (i) EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not shall be relied on increased, solely for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the Financial Covenant, by the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.such Specified Equity Contribution; (bii) In if, after giving effect to the foregoing recalculations, the Borrower shall be in compliance with the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 or default with respect to such covenant that had occurred shall be deemed to be cured for all purposes of this Agreement and the other Loan Documents; and (iii) to the extent the amount of any Specified Equity Contribution is used to repay Debt, such Debt shall not be deemed to have been repaid for purposes of calculating the Financial Covenant for the period with respect to which such Specified Equity Contribution is made; provided that (x) in each period of four fiscal quartersquarters of the Borrower, there shall be at least two (2) consecutive fiscal quarters of the Borrower in which no the right to cure set forth above is not exercised, (y) in Section 8.05(a) is made. (c) For the avoidance each period of doubt, the subsequent performance or observance eight fiscal quarters of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a, there shall be at least four consecutive fiscal quarters of the Borrower in which the right to cure set forth above is not exercised and (z) amounts contributed as Specified Equity Contributions shall not be relieved by this Section 8.05(c)disregarded for all purposes of the other covenants contained in Article 6.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in this Section 8.019, in the event of any Financial Covenant Event of Default under any covenant in respect of the Financial Maintenance Covenant and upon the receipt of a Specified Equity Contribution within the time period specified, and subject to the satisfaction of the other conditions with respect to Specified Equity Contribution set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to definition thereof, Consolidated EBITDA shall be delivered increased with respect to the such applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to and any of the Equity Investors and apply four fiscal quarter period that contains such fiscal quarter by the amount of the Net Cash Proceeds thereof such Specified Equity Contribution (the “Cure Amount”) ), solely for the purpose of measuring compliance with the Financial Maintenance Covenant. If, after giving effect to increase Consolidated EBITDA the foregoing pro forma adjustment (without giving effect to any repayment of any Indebtedness with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day any portion of the fiscal period covered by such financial statements but no later than fifteen (15) days after Cure Amount or any portion of the date Cure Amount on which financial statements are required to be delivered the balance sheet of the Parent Borrower and its Restricted Subsidiaries, in each case, with respect to such fiscal quarter hereunderonly, (ii) are Not Otherwise Applied the Parent Borrower and (iii) do not exceed its Restricted Subsidiaries shall then be in compliance with the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter Financial Maintenance Covenant, they shall be used deemed to have been in compliance therewith 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 included when calculating Consolidated EBITDA the applicable breach or default hereunder that had occurred shall be deemed cured for each Test Period that includes such fiscal quarter. the purposes of this Agreement. (b) The parties hereby acknowledge that notwithstanding any other provision in this Section 8.05(a) may not Agreement to the contrary, the Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be relied on disregarded for purposes of calculating Consolidated EBITDA in any determination of any financial ratios ratio-based conditions, pricing or basket in this Agreement (other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is madeFinancial Maintenance Covenant). (c) For the avoidance no Default or Event of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless to exist from the Loans shall have been accelerated and/or end of the Commitments terminated pursuant to Section 8.02(b); provided that applicable fiscal quarter until the Borrower’s obligations under Section 6.03(aAnticipated Cure Deadline, (i) the Lenders shall not be relieved permitted to accelerate Loans held by them, to terminate the Revolving 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 covenants set forth in Section 8.9(b), unless such failure is not cured pursuant to the exercise of the cure right on or prior to the Anticipated Cure Deadline and (ii) no Revolving Lender or Revolving Issuing Lender shall be required to make any Extension of Credit hereunder until such Cure Amount has been received by the Parent Borrower in an amount and on other terms sufficient to cure the Financial Covenant Event of Default referred to in this Section 8.05(c)9.2 in respect of the Financial Maintenance Covenant.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in if the event of any Borrower Representative determines that an Event of Default under any the covenant set forth in Section 7.11 and until 7.09 has occurred or may occur, during the expiration period commencing after the beginning of the tenth last fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderquarter, the Borrower Investors may engage in make a Permitted Specified Equity Issuance Contribution to any of Borrower (or any Parent Company thereof, to the extent contributed to a Borrower) (a “Designated Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (shall, at the “Cure Amount”) request of the Borrower Representative, be deemed to increase Consolidated EBITDA the amount set forth in clause (a)(i) of the definition of “Debt Service Coverage Ratio” with respect to such applicable quarterquarter for the purpose of determining compliance with the covenant set forth in Section 7.09 at the end of such quarter and applicable subsequent periods; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by such Borrower as cash common equity (including through capital contribution of such net cash proceeds to such Borrower) during the Borrower during such fiscal period or commencing after the last day beginning of the last fiscal period covered quarter included in such Test Period by such financial statements but no later than fifteen Borrower and ending ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in clause (a)(i) of the definition of “Debt Service Coverage Ratio” for the purpose of Section 8.05(a) is made7.09. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhas occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Investors and apply the amount Interests of the Net Cash Proceeds thereof Borrower or any cash contribution to the common capital of the Borrower (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that (A) such Net Cash Proceeds amounts to be designated (i) are actually received by the Borrower during such fiscal period or after the last day of the applicable fiscal period covered by such financial statements but no later than fifteen (15) days quarter and before the twentieth Business Day after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (the “Cure Expiration Date”) and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 as of such date and (B) the Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent that 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 any 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 Section 7.11 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 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to determining actual compliance with Section 7.11 (and not Pro Forma Compliance with Section 7.11 that is required by another provision of this Agreement) (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to Section 2.14 or any amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness (directly or indirectly)) other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencesentence for any fiscal quarter in which such an amount is included in the calculation of Consolidated EBITDA. (bc) In furtherance of Section 8.04(a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, the covenant under Section 7.11 shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the covenant under such Section 7.11 and any Event of Default or potential Event of Default under Section 7.11 shall be deemed not to have occurred for purposes of the Loan Documents, and (ii) 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 Section 7.11 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a) 8.04 is madeexercised. (ce) For There can be no more than five fiscal quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.04 are exercised during the term of the Facilities. (f) There shall be no pro forma reduction in Indebtedness (directly or by way of netting) with the Cure Amount for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Cure Amount was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in this Section 8.019, in the event of any Event of Default under any the covenant set forth in Section 7.11 Subsection 8.1 and until upon the expiration receipt of a Specified Equity Contribution within the time period specified, and subject to the satisfaction of the tenth (10th) day after the date on which financial statements are required to be delivered other conditions with respect to Specified Equity Contribution set forth in the definition thereof, Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to Fiscal Quarter and any of the Equity Investors and apply four Fiscal Quarter period that contains such Fiscal Quarter by the amount of the Net Cash Proceeds thereof such Specified Equity Contribution (the “Cure Amount”) ), solely for the purpose of measuring compliance with Subsection 8.1. If, after giving effect to increase Consolidated EBITDA the foregoing pro forma adjustment (without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of the Parent Borrower and its Restricted Subsidiaries, in each case, with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by Fiscal Quarter only), the Parent Borrower during such fiscal period or after and its Restricted Subsidiaries shall then be in compliance with the last day requirements of Subsection 8.1, they shall be deemed to have been in compliance therewith as of the fiscal period covered by relevant date of determination with the same effect as though there had been no failure to comply therewith at such financial statements but no later than fifteen (15) days after date, and the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter breach or default hereunder that had occurred shall be used and included when calculating Consolidated EBITDA deemed cured for each Test Period that includes such fiscal quarter. the purposes of this Agreement. (b) The parties hereby acknowledge that notwithstanding any other provision in this Section 8.05(aAgreement to the contrary, (i) may not the Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be relied on disregarded for purposes of calculating Consolidated EBITDA in any determination of any financial ratios ratio-based conditions (other than as applicable to Subsection 8.1), pricing or basket under Section 7.11 8 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bii) In each period of four fiscal quarters, there no Lender or Issuing Lender shall be at least two (2) fiscal quarters in which no cure required to make any Extension of Credit hereunder, if an Event of Default under the covenant set forth in Section 8.05(aSubsection 8.1 has occurred and is continuing, (x) during the 21 Business Day period during which a Specified Equity Contribution may be made, or (y) on the date on which a Borrowing Base Certificate is madedelivered and on which a Specified Equity Contribution may be made (in each case as provided in the definition of Specified Equity Contribution), unless and until the Cure Amount is actually received. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 the Financial Covenant and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted sell or issue Qualified Equity Issuance to any Interests of the Equity Investors Borrower and apply the amount of the Net Cash Proceeds thereof net cash proceeds (the “Cure Amount”) thereof to increase Consolidated EBITDA with respect to such applicable quarter (which amount shall be included as Consolidated EBITDA in such quarter for any Test Period including such quarter); provided that such Net Cash Proceeds (i) such net cash proceeds are actually received by the Borrower during such fiscal period or after the last day of following the fiscal period covered by quarter with respect to which such financial statements but Event of Default exists and no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do the amount of such proceeds deemed to be the Cure Amount does not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any the applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencesentence and, as applicable, Consolidated Funded Indebtedness in accordance with Section 8.05(b) below. (bi) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is mademade and (ii) there shall be no reduction in Consolidated Funded Indebtedness by or on account of the Cure Amount for purposes of determining compliance with the Financial Covenant for the fiscal quarter with respect to which such Cure Amount was made regardless of whether the Cure Amount was actually used to prepay any Consolidated Funded Indebtedness, but following such fiscal quarter Consolidated Funded Indebtedness may be reduced for purposes of determining compliance with the Financial Covenant if the Cure Amount was actually applied to prepay Loans pursuant to Section 2.05. (c) For There can be no more than five (5) fiscal quarters in the avoidance of doubt, aggregate in which the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.05 can be exercised during the term of this Agreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant that the Total Net Leverage Ratio is greater than the amount set forth in Section 7.11 and until 8.01 on the expiration last day of any applicable Test Period, any equity contribution (in the tenth (10thform of common equity or other equity having terms reasonably acceptable to the Administrative Agent) day made to the Borrower after the date last day of such Test Period and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderfor such Test Period (such date, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure AmountExpiration Date”) will, at the request of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenant set forth in Section 8.01 at the end of such Test Period and any subsequent period that includes a fiscal quarter in such Test Period (any such equity contribution, a “Specified Equity Contribution”); provided, that: (1) no Lender shall be required to increase make any extension of credit during the ten (10) Business Day period referred to above if the Borrower has not received the proceeds of such Specified Equity Contribution; (2) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated Adjusted EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such any fiscal period or quarter unless, after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect giving effect to such fiscal quarter hereunderrequested Specified Equity Contribution, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall there 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 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each a period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters in the Relevant Four Fiscal Quarter Period in which no cure set forth Specified Equity Contribution has been made; (3) no more than five (5) Specified Equity Contributions will be made in the aggregate; (4) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Borrower to be in compliance with Section 8.01; (5) all proceeds of Specified Equity Contributions will be disregarded for all other purposes under the Loan Documents (including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels, pricing (including the Applicable Rate and the Applicable Commitment Fee) and other items governed by reference to Consolidated Adjusted EBITDA, and for purposes of the Restricted Payments covenant in Section 8.05(a7.06 and the other negative covenants); and (6) is there shall be no reduction in Indebtedness (whether on a pro forma basis or otherwise) with the proceeds of any Specified Equity Contribution for purposes of determining compliance with the financial covenant for the fiscal quarter for which such Specified Equity Contribution was made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in but subject to Sections 8.04(b) and (c), for the event purpose of any determining whether an Event of Default has occurred under any covenant set forth in Section 7.11 and until the expiration 7.10 as of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderany date, the Borrower may engage in apply the Net Cash Proceeds of a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such for and after the final day of the applicable fiscal quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such the applicable fiscal period quarter or after on or prior to the last day of the fiscal period covered by such financial statements but no later than fifteen tenth (1510th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied (including, without limitation, used to increase the Cumulative Amount) and (iii) do not exceed the maximum aggregate amount necessary to cure such any Event of Default under Section 7.11 for any applicable period7.10 as of such date. 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 quarterquarter (it being understood that full Cure Amount necessary to cure any covenant under Section 7.10 shall apply to the calculation of each covenant under Section 7.10). The parties hereby acknowledge that this Section 8.05(a8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.10 and shall not result in any adjustment to any amounts (including the amount of Indebtedness) other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. There shall be no reduction in Indebtedness or Consolidated Total Debt with the proceeds of a Permitted Equity Issuance for determining compliance with Section 7.10 as of the end of such fiscal quarter. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon receipt of the Cure Amount by the Borrower, the covenants under Section 7.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with any covenant under such Section 7.10 and any Default or Event of Default related to any failure to comply with any covenant under such Section 7.10 shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, neither the Administrative Agent nor any Lender shall exercise any rights or remedies under Section 8.02 (or under any other Loan Document available during the continuance of any Default or Event of Default) on the basis of any actual or purported failure to comply with any covenant under such Section 7.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a8.04(a) is made. (c) For There can be no more than five (5) fiscal quarters in which the avoidance cure set forth in Section 8.04(a) is made during the term of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Term Loans.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) 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 (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a8.05 (a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under the Financial Covenant has occurred, a Borrower may on one or more occasions designate any covenant set forth in Section 7.11 and until the expiration portion of the tenth (10th) day after net cash proceeds from any Subordinated Shareholder Loans, sale or issuance of Qualified Equity Interests of a member of the date on which financial statements are required to be delivered with respect Restricted Group or contribution to the applicable fiscal quarter hereunder, the Borrower may engage in common capital of a Permitted Equity Issuance to any member of the Restricted Group (or from any other contribution to capital or issuance of any other Equity Investors and apply Interests on terms reasonably satisfactory to the amount of the Net Cash Proceeds thereof Administrative Agent) (the “Cure Amount”) ), at the option of such Borrower, as an increase to increase Consolidated EBITDA with respect to such or a deduction from the calculation of Indebtedness for the applicable fiscal quarter; provided that such Net Cash Proceeds (i) such amounts to be designated are actually received by such member of the Borrower during such fiscal period Restricted Group on or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen (15) days 15th Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunderquarter, which shows that the Financial Covenant has been breached (the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) such amounts do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 the Financial Covenant as of such date and (iii) such Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent any such notice is provided in advance of delivery of a Compliance Certificate for any the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be different than the amount necessary to cure any Event of Default under the Financial Covenant and may be modified, as necessary, in a subsequent corrected notice delivered on or before the Cure Expiration Date (it being understood that in any event the final designation of the Cure Amount shall continue to be subject to the requirements set forth in clauses (i) and (ii) above)). The Cure Amount used to calculate Consolidated EBITDA or Indebtedness for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for or Indebtedness of each Test Period that includes such fiscal quarter. . (b) The parties hereby acknowledge that this Section 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 7.02 (and not pro forma compliance with Section 7.02 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA or Indebtedness referred to in the immediately preceding sentence. (bc) In furtherance of Section 8.04(a), (i) upon actual receipt and designation of the Cure Amount by member of the Restricted Group, the Financial Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default arising solely as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (ii) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from such Borrower stating its good faith intention to exercise its right set forth in this Section 8.04, neither the Administrative Agent on or after the last day of the applicable quarter 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 Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a) 8.04 is madeexercised. (ce) For There can be no more than five fiscal quarters in which the avoidance cure rights set forth in this Section 8.04 are exercised during the term of doubtthe Facilities; provided that, so long as the subsequent performance or observance Initial Revolving Credit Commitments are no longer outstanding, thereafter there may be an additional fiscal quarter in which the cure rights set forth in this Section 8.04 are exercised during the term of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Revolving Credit Commitments.

Borrower’s 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 any Event of Default under any covenant set forth in Section 7.11 and Financial Performance Covenant, until the expiration of the tenth (10th) 10th day after subsequent to the date on which financial statements are the certificate calculating such Financial Performance Covenant is required to be delivered with respect pursuant to the applicable fiscal quarter hereunderSection 5.04(c), the Borrower may engage in a shall have the right to issue Permitted Equity Issuance to any Cure Securities for cash or otherwise receive cash contributions (collectively, the "Cure Right"), and upon the receipt by the Borrower of the Equity Investors and apply the amount of the Net Cash Proceeds thereof such cash (the “"Cure Amount”") pursuant to increase Consolidated EBITDA with respect the exercise of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to such applicable quarter; provided that such Net Cash Proceeds the following pro forma adjustments: (i) are actually received EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Cure Amount; and (ii) are Not Otherwise Applied and (iii) do not exceed If, after giving effect to the aggregate amount necessary to cure such Event foregoing recalculations, the Borrower shall then be in compliance with the requirements of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter all Financial Performance Covenants, the Borrower shall be used deemed to have satisfied the requirements of 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 included when calculating Consolidated EBITDA the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for the purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencethis Agreement. (b) In Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period of four there shall be at least one fiscal quartersquarter in which the Cure Right is not exercised, (ii) in each eight-fiscal-quarter period, there shall be at least two (2) four fiscal quarters in during which no cure set forth in the Cure Right is not exercised and (iii) for purposes of this Section 8.05(a) is made. (c) For the avoidance of doubt7.03, the subsequent performance or observance Cure Amount shall be no greater than the amount required for purposes of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond complying with the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Financial Performance Covenants.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.1, in the event of any Event of Default under any covenant set forth in Section 7.11 and until subsection 6.10(a) or subsection 6.10(b), any equity contribution (in the expiration form of common equity or other equity having terms reasonably acceptable to the tenth (10thAgent) day made to the Borrower after the date Closing Date and on or prior to the day that is 10 calendar days after the day on which financial statements are required to be delivered with respect to the applicable for that fiscal quarter hereunderwill, at the irrevocable election of the Borrower may engage delivered to Agent in a Permitted Equity Issuance to any writing, be included in the calculation of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA solely for the purposes of determining compliance with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after covenants at the date on which financial statements are required to be delivered with respect to end of such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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 subsequent period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating quarter (any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to such equity contribution so included in the immediately preceding sentence. calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ba) In in each period of consecutive four fiscal quarters, quarter period there shall will be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Specified Equity Contribution is made. , (b) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrower to be in compliance with such financial covenants, (c) For all Specified Equity Contributions will be disregarded for purposes of the avoidance calculation of doubtConsolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (d) there shall be no more than four Specified Equity Contributions made in the subsequent performance or observance of any termaggregate after the Closing Date, covenant or agreement (e) the proceeds received by Borrower from all Specified Equity Contributions shall be promptly used by Borrower to prepay the Term Loan in the order provided under Section 6.012.8(f) and (f) so long as any Specified Equity Contribution is included in the calculation of Consolidated EBITDA in a period, 6.02, 6.11 and 6.13 any Loans prepaid with the proceeds of such Specified Equity Contribution shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured outstanding for purposes of determining compliance with such financial covenants for such period and no longer existing or continuing unless for all other purposes under the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Loan Documents.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhas occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Investors and apply the amount Interests of the Net Cash Proceeds thereof Borrower or any cash contribution to the common capital of the Borrower (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that (A) such Net Cash Proceeds amounts to be designated (i) are actually received by the Borrower during such fiscal period or after the last day of the applicable fiscal period covered by such financial statements but no later than fifteen (15) days quarter and before the twentieth Business Day after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (the “Cure Expiration Date”) and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 as of such date and (B) the Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent that 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 any 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 Section 7.11 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 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to determining actual compliance with Section 7.11 (and not Pro Forma Compliance with Section 7.11 that is required by another provision of this Agreement) (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to Section 2.14 or any amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness (directly or indirectly)) other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencesentence for any fiscal quarter in which such an amount is included in the calculation of Consolidated EBITDA. (bc) In furtherance of Section 8.04(a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, the covenant under Section 7.11 shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the covenant under such Section 7.11 and any Event of Default or potential Event of Default under Section 7.11 shall be deemed not to have occurred for purposes of the Loan Documents, and (ii) neither the Administrative Agent, the Mexican Collateral 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 Section 7.11 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a) 8.04 is madeexercised. (ce) For There can be no more than five fiscal quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.04 are exercised during the term of the Facilities. (f) There shall be no pro forma reduction in Indebtedness (directly or by way of netting) with the Cure Amount for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Cure Amount was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in if the event of any Borrower determines that a Financial Covenant Event of Default under any covenant set forth in Section 7.11 and until the expiration has occurred or may occur as of the tenth end of any fiscal quarter, during the period commencing after the end of such fiscal quarter and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderquarter, the Borrower Strategic Investors may engage in make a Permitted Specified Equity Issuance Contribution to any of the Holdings (a “Designated Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such Net Cash Proceeds to the Borrower) during the period commencing after the end of such fiscal period or after quarter by the last day of the fiscal period covered by such financial statements but no later than fifteen Borrower and ending ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary applied to cure such Event of Default under Section 7.11 for any applicable period. 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 quarterOther Equity Use. The parties hereby acknowledge that this Section 8.05(a8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.10 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred for the purpose of Section 7.10. Notwithstanding anything to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth contrary contained in Section 8.05(a8.01 and Section 8.02, upon written notice from the Borrower that it intends to exercise Section 8.04, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) is made. (c) For on the avoidance of doubt, the subsequent performance or observance basis of any term, covenant actual or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any purported Event of Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant relating to Section 8.02(b)7.10 until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder; provided that the Borrower’s obligations foregoing shall not effect the conditions to Credit Extension under Section 6.03(a) shall not be relieved by this Section 8.05(c)4.02.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 7.01 or Section 7.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderFinancial Covenant has occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions (i) designate any portion of the Equity Investors and apply the amount net cash proceeds from a sale or issuance of Capital Stock, other than any Disqualified Stock of the Net Cash Proceeds thereof Borrower or any contribution to the common capital of the Borrower (or from any other contribution to capital or sale or issuance of any other Capital Stock on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that such Net Cash Proceeds (i) such amounts to be designated are actually received by the Borrower during such fiscal period on or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen tenth (1510th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) such amounts do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 the Financial Covenant as of such date and (iii) the Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent any such notice is provided in advance of delivery of a Compliance Certificate for any the applicable period. The , the amount of such net cash proceeds that is designated as the Cure Amount may be different than the amount necessary to cure any Event of Default under the Financial Covenant and may be modified, as necessary, in a subsequent corrected notice delivered on or before the Cure Expiration Date (it being understood that in any event the final designation of the Cure Amount shall continue to be subject to the requirements set forth in clauses (i) and (ii) above)).; provided, further, that 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 8.05(a) 7.03 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 5.18 (and not pro forma compliance with Section 5.18 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article IV of Annex I) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bc) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, the Financial Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default arising solely as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (ii) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 7.03, neither the Administrative Agent on or after the last day of the applicable quarter nor any Lender may exercise any rights or remedies under Section 7.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a7.03 is exercised and (ii) is there shall be no pro forma reduction in Indebtedness (directly or by way of netting) with the Cure Amount for determining compliance with the Financial Covenant for the fiscal quarter with respect to which such Cure Amount was made. (ce) For There can be no more than five (5) fiscal quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)7.03 are exercised during the term of the Initial Revolving Credit Commitments.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any the covenant set forth in Section 7.11 and until the expiration of the tenth fifteenth (10th15th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhereunder (the “Cure Expiration Date”), the Borrower Holdings may engage in a Permitted Equity Issuance to any of the Equity Investors or Management Stockholders (and contribute the Net Cash Proceeds thereof to the capital of Borrower) and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during (through a capital contribution of such fiscal period or after Net Cash Proceeds by Holdings to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Cure Expiration Date and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.11 for any applicable such period. 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. The parties hereby acknowledge that (i) this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and 7.11, (ii) this Section 8.05(a) shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencesentence and (iii) any Cure Amount shall be excluded from clause (b) of Consolidated Total Debt for any Test Period including such Cure Amount. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon receipt of the Cure Amount by the Borrower, the Financial Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (B) 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 Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For There can be no more than five (5) fiscal quarters in which the avoidance cure rights set forth in Section 8.05(a) are exercised during the term of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Facilities.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any the covenant set forth in Section 7.11 and until 7.14 has occurred or may occur, during the expiration period commencing after the beginning of the tenth (10th) day last fiscal quarter included in such Test Period and ending 10 Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderquarter, Holdings may make a Specified Equity Contribution to the Borrower may engage in (a Permitted “Designated Equity Issuance to any of the Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) net cash proceeds are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal the period or commencing after the last day beginning of the last fiscal period covered quarter included in such Test Period by such financial statements but no later than fifteen (15) days the Borrower and ending 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 (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. 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. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.14 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurpose of Section 7.14. (b) (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) Designated Equity Contribution is made. , (cii) For no more than five Designated Equity Contributions may be made in the avoidance aggregate during the term of doubtthis Agreement, (iii) the subsequent performance or observance amount of any term, covenant or agreement under Designated Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance (calculated on a Pro Forma Basis) with Section 6.01, 6.02, 6.11 7.14 for any applicable period and 6.13 (iv) there shall cure be no pro forma reduction in Indebtedness with the proceeds of any Default in Designated Equity Contribution for determining compliance with Section 7.14 for the fiscal quarter with respect thereof under Section 8.01(c) notwithstanding that to which such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Designated Equity Contribution was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in this Section 8.019, in the event of any Event of Default under any the covenant set forth in Section 7.11 Subsection 8.1 and until upon the expiration receipt of a Specified Equity Contribution within the time period specified, and subject to the satisfaction of the tenth (10th) day after the date on which financial statements are required to be delivered other conditions with respect to Specified Equity Contribution set forth in the definition thereof, EBITDA shall be increased with respect to such applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to Fiscal Quarter and any of the Equity Investors and apply four Fiscal Quarter period that contains such Fiscal Quarter by the amount of the Net Cash Proceeds thereof such Specified Equity Contribution (the “Cure Amount”) ), solely for the purpose of measuring compliance with Subsection 8.1. If, after giving effect to increase Consolidated EBITDA the foregoing pro forma adjustment (without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of the Parent Borrower and its Restricted Subsidiaries, in each case, with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by Fiscal Quarter only), the Parent Borrower during such fiscal period or after and its Restricted Subsidiaries shall then be in compliance with the last day requirements of Subsection 8.1, they shall be deemed to have been in compliance therewith as of the fiscal period covered by relevant date of determination with the same effect as though there had been no failure to comply therewith at such financial statements but no later than fifteen (15) days after date, and the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter breach or default hereunder that had occurred shall be used and included when calculating Consolidated EBITDA deemed cured for each Test Period that includes such fiscal quarter. the purposes of this Agreement. (b) The parties hereby acknowledge that notwithstanding any other provision in this Section 8.05(aAgreement to the contrary, (i) may not the Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be relied on disregarded for purposes of calculating EBITDA in any determination of any financial ratios ratio-based conditions (other than as applicable to Subsection 8.1), pricing or basket under Section 7.11 8 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bii) In each period of four fiscal quarters, there no Lender or Issuing Lender shall be at least two (2) fiscal quarters in which no cure required to make any Extension of Credit hereunder, if an Event of Default under the covenant set forth in Section 8.05(aSubsection 8.1 has occurred and is continuing, (x) during the 10 Business Day period during which a Specified Equity Contribution may be made, or (y) on the date on which a Borrowing Base Certificate is madedelivered and on which a Specified Equity Contribution may be made (in each case as provided in the definition of Specified Equity Contribution), unless and until the Cure Amount is actually received. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderFinancial Covenant has occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Investors and apply the amount Interests of the Net Cash Proceeds thereof Borrower or any contribution to the common 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) (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that such Net Cash Proceeds (i) such amounts to be designated are actually received by the Borrower during such fiscal period on or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen (15) days tenth Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) such amounts do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 the Financial Covenant as of such date and (iii) the Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent any such notice is provided in advance of delivery of a Compliance Certificate for any the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be different than the amount necessary to cure any Event of Default under the Financial Covenant and may be modified, as necessary, in a subsequent corrected notice delivered on or before the Cure Expiration Date (it being understood that in any event the final designation of the Cure Amount shall continue to be subject to the requirements set forth in clauses (i) and (ii) above)). The Cure Amount used to calculate Consolidated EBITDA for one (1) 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 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bc) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by the Borrower, the Financial Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default arising solely as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 8.04, neither the Administrative Agent on or after the last day of the applicable quarter 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 Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated; provided that, until such actual receipt and designation of such Cure Amount by the Borrower, no Revolving Credit Loan, Swing Line Loan or L/C Credit Extension shall be required to be made. (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a8.04 is exercised and (ii) is there shall be no pro forma reduction in Indebtedness with the Cure Amount for determining compliance with the Financial Covenant for the fiscal quarter with respect to which such Cure Amount was made. (ce) For There can be no more than five (5) fiscal quarters in which the avoidance cure rights set forth in this Section 8.04 are exercised during the term of doubt, the subsequent performance or observance of Initial Revolving Credit Commitments and any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default Extended Revolving Credit Commitments in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)thereof.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderFinancial Covenants has occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions designate any portion of the net cash proceeds from any Subordinated Funding, sale or issuance of Qualified Equity Investors and apply the amount Interests of the Net Cash Proceeds thereof Borrower or contribution to the common capital of the Borrower (or from any other contribution to capital or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that such Net Cash Proceeds (i) such amounts to be designated are actually received by the Borrower during such fiscal period on or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen fifteenth (1515th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) such amounts do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 the Financial Covenants as of such date and (iii) the Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent any such notice is provided in advance of delivery of a Compliance Certificate for any the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be different than the amount necessary to cure any Event of Default under the Financial Covenants and may be modified, as necessary, in a subsequent corrected notice delivered on or before the Cure Expiration Date (it being understood that in any event the final designation of the Cure Amount shall continue to be subject to the requirements set forth in clauses (i) and (ii) above)). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Ratio Period that includes such fiscal quarter. . (b) The parties hereby acknowledge that this Section 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 7.08 (and not Pro Forma Compliance with Section 7.08 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bc) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by the Borrower, the Financial Covenants shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants and any Event of Default under the Financial Covenants (and any other Default arising solely as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 8.04, neither the Administrative Agent on or after the last day of the applicable quarter 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 Financial Covenants (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a8.04 is exercised and (ii) is there shall be no pro forma reduction in Indebtedness with the Cure Amount for determining compliance with the Financial Covenants for the fiscal quarter with respect to which such Cure Amount was made. (ce) For There can be no more than five (5) fiscal quarters in which the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default rights set forth in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)8.04 are exercised during the term of the Facilities.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0110.03(a), but subject to following clause (b), in the event that the U.S. Borrower shall fail to comply with the requirements of any Event Section 9.10, until the earlier of Default under any covenant set forth in Section 7.11 and until (x) the expiration of the tenth (10th) 30th day after the date on which financial statements are required to be delivered with respect subsequent to the end of the applicable fiscal quarter hereunderTest Period and (y) the Administrative Agent, upon the request of the Required Lenders, taking any action pursuant to the paragraph appearing at the end of Section 10, the U.S. Borrower may engage in a Permitted Equity Issuance shall have the right to any issue shares of U.S. Borrower Common Stock and/or Qualified Preferred Stock for cash or otherwise receive common equity cash contributions to its capital (collectively, the Equity Investors “Cure Right”) and apply upon the amount receipt by the U.S. Borrower of the Net Cash Proceeds thereof such cash (the “Cure Amount”) pursuant to increase the exercise of such Cure Right (I) Consolidated EBITDA for the most recently ended Fiscal Quarter shall be increased (and such increase shall be applicable for each subsequent Test Period which includes such Fiscal Quarter), solely for the purpose of Section 9.10 and not for any other purpose (including not for the purpose of any pro forma calculations made or required to be made pursuant to Section 8.15, even if testing pro forma compliance with respect Section 9.10) under this Agreement, by an amount equal to the Cure Amount and (II) if, after giving effect to such increase in Consolidated EBITDA for such Fiscal Quarter, the U.S. Borrower shall then be in compliance with the requirements of Section 9.10, the U.S. Borrower shall be deemed to have satisfied the requirements of Section 9.10 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable quarterbreach or default of Section 9.10 which had occurred shall be deemed cured for all purposes of the Agreement; provided that such Net Cash Proceeds (ix) are actually received by this Section 10B shall not limit the Borrower during such fiscal period rights or after the last day remedies of the fiscal period covered by such financial statements but no later than fifteen (15) days after Administrative Agent, the date on which financial statements are required Lenders of any of the other Secured Creditors pursuant to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such this Agreement or any other Credit Document as a result of any Default or Event of Default under that may exist as a result of any such failure to comply with the requirements of Section 7.11 for 9.10 prior to any applicable period. The exercise of the Cure Right and (y) the U.S. Borrower shall be required to apply each 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. The parties hereby acknowledge that this as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (b) In each period of four fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the avoidance of doubt, the subsequent performance or observance of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c4.02(d).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdco and the Borrower may engage in a Permitted Equity Issuance to any of and the Equity Investors and Borrower may apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter (such quarter, a “Default Quarter”); provided that such Net Cash Proceeds (i) are actually received by the Borrower during (including through capital contribution of such fiscal period or after Net Cash Proceeds by Holdco to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter Default Quarter hereunder, and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under cause the Borrower to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any applicable period. The Cure Amount used repayment of Indebtedness in connection therewith required pursuant to calculate Consolidated EBITDA for one Section 2.05(b)(iv)); provided, further, that the Borrower shall not be permitted to engage in any more than two (2) Permitted Equity Issuances pursuant to this Section 8.05 in any period of four consecutive fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterquarters or (6) six Permitted Equity Issuances pursuant to this Section 8.05 during the term of this Agreement. The parties hereby acknowledge that this Section 8.05(a) 8.05 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the amount last day of the Consolidated EBITDA referred to in the immediately preceding sentence. a given Test Period (b) In each period of four fiscal quartersand not, there shall be at least two (2) fiscal quarters in which no cure set forth in Section 8.05(a) is made. (c) For the for avoidance of doubt, the subsequent performance or observance for purposes of determining Pro Forma Compliance with Section 7.11 for any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by other purposes of this Section 8.05(cAgreement).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under the Financial Covenant has occurred, a Borrower may on one or more occasions designate any covenant set forth in Section 7.11 and until the expiration portion of the tenth (10th) day after the date on which financial statements are required to be delivered with respect net cash proceeds from any Subordinated Shareholder Loans, sale or issuance of Qualified Equity Interests of a Borrower or contribution to the applicable fiscal quarter hereunder, common capital of a Borrower (or from any other contribution to capital or issuance of any other Equity Interests on terms reasonably satisfactory to the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof Administrative Agent) (the “Cure Amount”) ), at the option of such Borrower, as an increase to increase Consolidated EBITDA with respect to such or a deduction from the calculation of Indebtedness for the applicable fiscal quarter; provided that such Net Cash Proceeds (i) such amounts to be designated are actually received by the such Borrower during such fiscal period on or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen fifteenth (1515th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) such amounts do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 the Financial Covenant as of such date and (iii) such Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent any such notice is provided in advance of delivery of a Compliance Certificate for any the applicable period, the amount of such net cash proceeds that is designated as the Cure Amount may be different than the amount necessary to cure any Event of Default under the Financial Covenant and may be modified, as necessary, in a subsequent corrected notice delivered on or before the Cure Expiration Date (it being understood that in any event the final designation of the Cure Amount shall continue to be subject to the requirements set forth in clauses (i) and (ii) above)). The Cure Amount used to calculate Consolidated EBITDA or Indebtedness for one fiscal quarter shall be used and included when calculating Consolidated EBITDA or Indebtedness for each Test Period that includes such fiscal quarter. . (b) The parties hereby acknowledge that this Section 8.05(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 7.11 7.02 (and not pro forma compliance with Section 7.02 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (bc) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by a Borrower, the Financial Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default arising solely as a result thereof) shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from such Borrower stating its good faith intention to exercise its right set forth in this Section 8.04, neither the Administrative Agent on or after the last day of the applicable quarter 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 Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in this Section 8.05(a) 8.04 is madeexercised. (ce) For There can be no more than five (5) fiscal quarters in which the avoidance cure rights set forth in this Section 8.04 are exercised during the term of doubtthe Facilities; provided that, so long as the subsequent performance or observance Revolving Credit Loans made pursuant to the Initial Revolving Credit Commitments (the “Initial RCF Loans”) are no longer outstanding, there may be an additional fiscal quarter after the Maturity Date of the Initial RCF Loans in which the cure rights set forth in this Section 8.04 are exercised during the term of any term, covenant or agreement under Section 6.01, 6.02, 6.11 and 6.13 shall cure any Default in respect thereof under Section 8.01(c) notwithstanding that such performance or observance occurred beyond the time or period specified therefor in such Section and such Default shall thereupon be deemed cured and no longer existing or continuing unless the Loans shall have been accelerated and/or the Commitments terminated pursuant to Section 8.02(b); provided that the Borrower’s obligations under Section 6.03(a) shall not be relieved by this Section 8.05(c)Revolving Credit Commitments.