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

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings after the 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 for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documents.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.0110.08, for purposes of determining whether an Event of Default has occurred under any in the event that Borrower shall fail to comply with the financial covenant maintenance covenants set forth in Section 7.1110.08, any equity contribution (in the form of Qualified Capital Stock common equity or other equity having terms reasonably acceptable to the Administrative Agent) made or contributed to Holdings Borrower, or cash proceeds of Intercompany Contribution Indebtedness incurred by Borrower, after the last day of any Fiscal Quarter fiscal quarter and on or prior to the day that is seven ten (710) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter fiscal quarter (such date, the “Cure Expiration Date”) will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the such financial maintenance covenants set forth in Section 7.11 at the end of such Fiscal Quarter fiscal quarter and any subsequent period that includes such Fiscal Quarter fiscal quarter (any such equity contributioncontribution or cash proceeds, a “Specified Equity Contribution”); provided that (a) Holdings no Lender shall be required to 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 any Fiscal Quarter fiscal quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two (2) consecutive Fiscal Quarters fiscal quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, (b) made and there shall be no more than two five (25) Specified Equity Contributions may be made in the Relevant Four Fiscal Quarter Periodtotal, (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 any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause Holdings Borrower to be in compliance with the such financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Periodmaintenance covenants, (ed) except for calculations all proceeds of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 Credit Documents (including, without limitation, including 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 levels and other items governed by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(onegative covenants (other than such financial maintenance covenants)), (fe) the proceeds of all each Specified Equity Contributions will be shall have been contributed to the Borrower as proceeds of equity solely in exchange for Qualified Capital Stock of Borrower or other equity having terms reasonably acceptable to the Administrative Agent, as Intercompany Contribution Indebtedness and (gf) if there shall be no reduction in Indebtedness (whether on a pro forma basis or otherwise) with the proceeds of the any Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any determining compliance with such financial covenant set forth in Section 7.11 or for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case maintenance covenants 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 day on which financial statements are required to be delivered fiscal quarter 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsContribution was made.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.019.1, for purposes in the event of determining whether an any Event of Default has occurred or potential Event of Default under any financial the covenant set forth in Section 7.11Sections 8.1 with respect to any fiscal quarter, at any equity contribution time during such fiscal quarter and until the expiration of the tenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent10th) made to Holdings Business Day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery with respect to the Administrative Agent of applicable fiscal quarter hereunder, if Holdings receives 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 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 “Specified Equity Contribution”); provided that (a) , Holdings shall not be permitted may apply the amount of the net cash proceeds thereof to so request that a Specified Equity Contribution be included in the calculation of increase Consolidated EBITDA with respect to any Fiscal Quarter unless, such applicable quarter; provided that (i) such net cash proceeds (x) are actually received by Holdings as cash equity other than Disqualified Capital Stock (including through capital contribution of such net cash proceeds to Holdings) no later than ten (10) Business Days after giving effect the date on which financial statements are required to be delivered with respect to such requested Specified Equity Contributionfiscal quarter hereunder and (y) are Not Otherwise Applied; (ii) in each period of four consecutive fiscal quarters, there will shall be a period of at least two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been is made, (b) no more than two (2) Specified Equity Contributions may be made in the Relevant Four Fiscal Quarter Period, (ciii) no more than four (4) Specified Equity Contributions may shall be made in the aggregate during the term of this Agreement, ; (div) the amount of the any Specified Equity Contribution shall be no greater more than the amount required to cause Holdings to be in pro forma compliance with the financial covenants set forth in Section 7.11 8.1 for the Relevant Four Fiscal Quarter Period, any applicable period; (ev) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 shall be disregarded for all other purposes under the Loan Documents (including, without limitation, calculating Consolidated EBITDA for purposes of determining basket levelsany baskets with respect to the covenants contained in this Agreement, 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 the calculation of the Restricted Payment covenant in Section 7.06(f) Available Amount and the Investment covenant application of the Pricing Grid; and (vi) there shall be no pro forma reduction in Section 7.03(o)), (f) Indebtedness with the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if the proceeds of the any Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in determining compliance with 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 day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documents8.1.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.019.01, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution (in 8.11 and until the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings after the last day of any Fiscal Quarter and on or prior to the day date that is seven ten (710) Business Days after following the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request end of Holdings by delivery the applicable fiscal quarter hereunder, the 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 Agent) to any member of the Sponsor Group and/or Ventas (including through a contribution to the capital of the Parent), and apply the amount of the 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”) do not exceed the aggregate amount necessary to cure such Event of Default under Section 8.11 for such period (without giving effect to any prepayment 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. If, after the covenant in Section 8.11 has been recalculated to give effect to the Cure Amount (without giving effect to 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 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 the applicable breach or default of the financial covenant that had occurred shall be deemed cured for all purposes under this Agreement. The parties hereby acknowledge that the Cure Right may not be relied upon for purposes of calculating any financial ratios other than as applicable to Section 8.11 and shall not result in any adjustment to any amounts or baskets other than the amount of 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 rights under this Section 8.04 and referencing that it is a notice of intent to cure under this Section 8.04 Cure Right (a “Notice of Intent to Cure”), be included in the 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 tenth Business Day after following the day date on which financial statements are required to be delivered for that Fiscal Quarter at the end of the applicable fiscal quarter hereunder to which such Notice of Intent to Cure relates, (x) none of the Administrative Agent or nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and Commitments, (y) none of the Administrative Agent, or 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 under as a result of a breach of any covenant set forth in Section 7.11, but shall not be restricted from doing 8.11 in such fiscal quarter (including as a result of any breach of a representation or warranty that the foregoing Loan Parties were in compliance with respect to any other Event of Default covenant set forth in Section 8.11 during such fiscal quarter) and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default (z) no Borrower shall be deemed permitted to exist for all other purposes of deliver a Loan Notice unless the Loan DocumentsCure Amount has been received by any Borrower.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, for purposes of determining whether if the Borrower determines that an Event of Default has occurred under any financial the covenant set forth in Section 7.117.11 has occurred or may occur, any equity contribution (in during the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings period commencing after the beginning of the last day of any Fiscal Quarter fiscal quarter included in such Test Period and on or prior to the day that is seven ending ten (710) Business Days after the day date on which financial statements are required to be delivered hereunder with respect to such fiscal quarter (the “Cure Expiration Date”), the Investors may make a Specified Equity Contribution to the Borrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof 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 beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA 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 Designated 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 Fiscal Quarter will, at the request of Holdings by delivery Borrower delivers a written notice to the Administrative Agent of a notice that it intends to exercise the its cure rights right under this Section 8.04 and referencing that it is a notice of intent to cure under this Section 8.04 8.05 (a “Notice of Intent to Cure”), be included in ) neither the calculation 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 Consolidated EBITDA for the purposes any actual or purported Event 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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 Default 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Section 7.11 or with respect to the quarter 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 which a Notice of Intent to CureCure 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 fifteenth Business Day after Cure Expiration Date has occurred without the day 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 Designated Equity Contribution having occurred and being continuing under Section 7.11, but shall not be restricted from doing any of the foregoing with respect to any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documentsbeen designated.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, for purposes (x) in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution 7.11 and until the expiration of the tenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent10th) made to Holdings day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery with respect to the Administrative Agent applicable fiscal quarter hereunder, Holdings or the Borrower may engage in a Permitted Equity Issuance to any of a notice that it intends the Equity Investors and apply the amount of the Net Cash Proceeds thereof 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 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of increase Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to such 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, (bBorrower) no more later than two ten (210) 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 days after the day date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for that Fiscal Quarter any applicable period, 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 which such Notice of Intent be delivered with respect to Cure relatesthe applicable fiscal year hereunder, none of the Borrower may direct the Administrative Agent or any Lender shall exercise to withdraw amounts from the right Capital Expenditures Account solely 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 any other cure such Event of Default and each other Default or 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 any applicable fiscal year and (ii) such funds 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 exist at such time shall continue not be relied on for purposes of calculating any financial ratios other than as applicable to exist Section 7.11 and shall not be affected by result in any adjustment to any amounts other than the exercise amount of the cure of rights hereunder; provided, that until timely receipt of Consolidated EBITDA referred to in the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documentsimmediately preceding sentence.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01this Agreement (including this Article 8), for purposes upon the occurrence of determining whether an a Default or Event of Default has occurred under as a result of Holdings’ failure to comply with Section 7.11 above for any fiscal quarter, Holdings shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is 10 Business Days after the date on which financial covenant set forth in statements for such fiscal quarter are required to be delivered pursuant to Section 7.116.01(a) or (b), any equity contribution (in the form of as applicable) to issue Qualified Capital Stock Equity Interests or other equity having (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to Holdings after for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the 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 for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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 CureCure Amount”), and thereupon compliance with Section 7.11 shall be included recalculated giving effect to a pro forma increase in the calculation 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 purposes purpose of determining compliance with the financial covenants set forth in Section 7.11 at as of the end of such Fiscal Quarter fiscal quarter and any for applicable subsequent period periods that includes include such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unlessfiscal quarter. 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 requested Specified Equity Contributiondate, and the applicable breach or default of Section 7.11 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period there will shall be a period of at least two fiscal quarters (2which may, but are not required to be, consecutive) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been madethe Cure Right is not exercised, (bii) 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, the Cure Right shall not be exercised more than five times, (diii) the amount of the Specified Equity Contribution Cure Amount shall be no greater than the amount required to cause Holdings to for the purpose of complying with Section 7.11, there shall be in no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period, (e) except for calculations fiscal quarter in respect of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 Cure Right was exercised (provided that, with respect to any future period, to the respective Specified Equity Contribution occurred), all Specified Equity Contributions will be disregarded for all other purposes extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents Documents, such repayment may be given effect) and (including, without limitation, calculating Consolidated EBITDA i) such Cure Amount shall be disregarded 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(x) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed any financial ratio-based condition to the Borrower as proceeds availability 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 Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant carve-out set forth in Section 7.11 or for purposes Article 7 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 day 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, this Agreement or any other Lender basket set forth in Article 7 of this Agreement, (y) any ratio-based stepdown in Article 2 of this Agreement or Secured Party shall exercise any right to foreclose on or take possession of (z) 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsApplicable Margin.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, for purposes in the event of determining whether an any Event of Default has occurred under any for failure to comply with the financial covenant set forth covenants in Section 7.117.11 at the end of any fiscal quarter, until the expiration of the tenth (10th) day after the day on which the financial statements and Compliance Certificate are required to be delivered for such fiscal quarter (the “Cure Expiration Date”), the net cash proceeds from any cash equity contribution (in the form of Qualified Capital Stock which equity shall be either common Equity Interests or other equity having Qualified Equity Interests on terms and conditions reasonably acceptable to the Administrative Agent) made to Holdings the Borrower by any Person other than a Loan Party after the last day end 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 for that Fiscal Quarter such fiscal quarter will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes purpose of determining compliance with the financial covenants set forth in Section 7.11 at the end of such Fiscal Quarter fiscal quarter and any each applicable subsequent period that includes such Fiscal Quarter fiscal quarter (any such equity contributioncontribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, each four consecutive fiscal quarter period there will be a period of at least two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been is 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 shall be made in the aggregate during the term of this Agreement, (dc) the amount of the any Specified Equity Contribution shall be no greater than the amount required to cause Holdings the Borrower to be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 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 included in the calculation of Consolidated 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 financial covenants set forth in Section 7.11 shall 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 compliance with the financial covenants set forth in Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, then the applicable Default or Event of Default that had occurred shall be deemed cured and not to have occurred for the Relevant Four Fiscal Quarter Period, (e) except for calculations of Excess Cash Flow for the all purposes of Section 2.05(b)(i) only (in which case, Specified Equity Contributions will be included in this Agreement and the calculation of Excess Cash Flow for the Fiscal Year during which the Fiscal Quarter giving rise other Loan Documents. Notwithstanding anything to the respective contrary contained in Article VIII, 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 for failure to comply with Section 7.11 until and unless the Cure Expiration Date has occurred without a Specified Equity Contribution occurred)having been designated and contributed; provided that during the period set forth in this sentence, all Specified Equity Contributions will an Event of Default shall nevertheless be disregarded deemed to have occurred and be continuing 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) and the Investment covenant in Section 7.03(oincluding restrictions on Credit Extensions)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documents.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, for purposes in the event of determining whether an any Event of Default has occurred under any financial the covenant set forth in Section 7.11, any equity contribution 7.11 and until the expiration of the fifteenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent15th) made to Holdings day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery with respect to the Administrative Agent of a notice that it intends to exercise applicable fiscal quarter hereunder (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 CureCure Expiration Date”), be included Holdings may engage in a Permitted Equity Issuance to any of the calculation Equity Investors or Management Stockholders (and contribute the Net Cash Proceeds thereof to the capital of Consolidated EBITDA for Borrower) and apply the purposes amount of determining compliance with the financial covenants set forth in Section 7.11 at Net Cash Proceeds thereof (the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity ContributionCure Amount”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of increase Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (through a capital contribution of such Net Cash Proceeds by Holdings to such 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, (bBorrower) no more later than two the Cure Expiration Date and (2ii) 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 do not exceed the aggregate during the term amount necessary to cure (by addition to Consolidated EBITDA) such Event 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 Default under Section 7.11 for the Relevant Four Fiscal Quarter Period, such period. The parties hereby acknowledge that (ei) except for calculations of Excess Cash Flow for the purposes of this Section 2.05(b)(i8.05(a) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall may not be deemed to have been repaid relied on for purposes of calculating any financial covenant set forth ratios other than as applicable to Section 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 sentence 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 7.11 or for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio8.01 and Section 8.02, in each case for the Relevant Four Fiscal Quarter Period, and (hA) upon the Administrative Agent’s receipt of a Notice of Intent to Curethe Cure Amount by the Borrower, until the fifteenth Business Day after the day on which financial statements are required to Financial Covenant shall be delivered for that Fiscal Quarter to which such Notice of Intent to Cure relates, none deemed satisfied and complied with as of the Administrative Agent or any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none end of the Administrative Agent, or relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and 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 under the Financial Covenant (and being continuing under Section 7.11, but shall not be restricted from doing any of the foregoing with respect to any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default as a result thereof) shall be deemed not to exist have occurred for all other 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.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution 7.11 and until the expiration of the tenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent10th) made to Holdings day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery with respect to the Administrative Agent of applicable fiscal quarter hereunder, the Holding Companies and the Borrower may engage in a notice Permitted Equity Issuance (provided, that it intends to exercise in the event a Holding Company engages in a Permitted Equity Issuance in connection with a cure rights made under this Section 8.04 Section, such Holding Company makes a capital contribution of the proceeds thereof to the Borrower) and referencing that it is a notice the Borrower may apply the amount of intent the Net Cash Proceeds thereof to cure under this Section 8.04 (a “Notice of Intent to Cure”), be included in the calculation of increase Consolidated EBITDA for the purposes of determining compliance with the financial covenants set forth in Section 7.11 at the end of respect to such Fiscal Quarter and any subsequent period that includes applicable fiscal quarter (such Fiscal Quarter (any such equity contributionfiscal quarter, a “Specified Equity ContributionDefault Quarter”); provided that such Net Cash Proceeds (ai) Holdings shall not be permitted are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdco to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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, (bBorrower) no more later than two ten (210) 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 days after the day date on which financial statements are required to be delivered with respect to such Default Quarter hereunder, and (ii) do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment of Indebtedness in connection therewith required pursuant to Section 2.05(b)(iv)); provided further, that Fiscal Quarter to which such Notice of Intent to Cure relates, none of the Administrative Agent or any Lender shall exercise Borrower and 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 Holding Companies shall not be restricted from doing 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 quarters or (B) five Permitted Equity Issuances pursuant to this Section 8.04 during the foregoing with respect term of this Agreement. The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist Section 7.11 and shall not be affected by result in any adjustment to Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the exercise last day of the cure a given Test Period (and not, for avoidance of rights hereunder; provideddoubt, that until timely receipt for purposes of the Specified Equity Contribution, an Event of Default shall be deemed to exist determining Pro Forma Compliance with Section 7.11 for all any other purposes of the Loan Documentsthis Agreement).

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01this Agreement (including this ‎Article 8), for purposes upon the occurrence of determining whether an a Default or Event of Default has occurred under as a result of the Borrower’s failure to comply with ‎Section 7.10 above for any fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is 15 Business Days after the date on which financial covenant set forth in Section 7.11statements for such fiscal quarter are required to be delivered pursuant to ‎Section 6.01(a) or ‎(b), any equity contribution (in the form of as applicable) to issue Qualified Capital Stock Equity Interests or other equity having (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to Holdings after for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the 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 for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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 CureCure Amount”), and thereupon compliance with ‎Section 7.10 shall be included recalculated giving effect to a pro forma increase in the calculation 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 purposes purpose of determining compliance with the financial covenants set forth in Section 7.11 at ‎Section 7.10 as of the end of such Fiscal Quarter fiscal quarter and any for applicable subsequent period periods that includes include such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unlessfiscal quarter. 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 requested Specified Equity Contributiondate, and the applicable breach or default of ‎Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period there will shall be a period of at least two fiscal quarters (2which may, but are not required to be, consecutive) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been madethe Cure Right is not exercised, (bii) 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, the Cure Right shall not be exercised more than five times, (diii) the amount of the Specified issuance of Qualified Equity Contribution Interests given effect as a Cure Amount 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 Periodpurpose of complying with ‎Section 7.10, (eiv) except for calculations there shall be no pro forma or actual reduction of Excess Cash Flow for the purposes amount of Section 2.05(b)(i) only (in which case, Specified Equity Contributions will be included in Indebtedness by the calculation amount 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 any Cure Amount 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 compliance with ‎Section 7.10 for the Relevant Four Fiscal Quarter Periodfiscal quarter in respect of which the Cure Right was exercised (provided that, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day 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 any other Event future period, to the extent of Default and each other Default or Event any portion of Default such Cure Amount that may exist at such time shall continue is actually applied to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of 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 ‎Article 7 of this Agreement or any other basket set forth in ‎Article 7 of this Agreement, (y) any ratio-based stepdown in ‎Article 2 of this Agreement or (z) the Applicable Margin.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01this Agreement (including this Article 8), for purposes upon the occurrence of determining whether an Event of Default has occurred under as a result of Borrower’s failure to comply with Section 7.11 for any fiscal quarter, Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is 10 Business Days after date financial covenant set forth in statements are required to be delivered pursuant to Section 7.11, any equity contribution 6.01(b) with respect to such fiscal quarter (in the form of “Cure Deadline”) to issue Qualified Capital Stock Equity Interests or other equity having (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to Holdings after for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the 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 for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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 CureCure Amount”), and thereupon compliance with Section 7.11 shall be included recalculated giving pro forma effect to an increase in the calculation 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 purposes purpose of determining compliance with the financial covenants set forth in Section 7.11 at as of the end of such Fiscal Quarter fiscal quarter and any for applicable subsequent period periods that includes include such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unlessfiscal quarter. If, after giving effect to such requested Specified Equity Contributionthe 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 with respect to the relevant fiscal quarter with the same effect as though there will had been no failure to comply therewith, and no breach or default of Section 7.11 shall be a deemed to have occurred for the purposes of the Loan Documents. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of there shall be at least two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been madethe Cure Right is not exercised, (bii) 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, the Cure Right shall not be exercised more than five times, (diii) the amount of the Specified Equity Contribution Cure Amount shall be no greater than the amount required to cause Holdings to for the purpose of complying with Section 7.11, there shall be in no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining pro forma compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period, (e) except for calculations fiscal quarter in respect of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 Cure Right was exercised (provided that, with respect to any future period, to the respective Specified Equity Contribution occurred), all Specified Equity Contributions will be disregarded for all other purposes extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents (includingDocuments, without limitationsuch repayment may be given effect). Until the Cure Deadline with respect to any fiscal quarter for which the Cure Right is available, 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) Agents and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness Lenders shall not be deemed permitted to have been repaid for purposes of calculating (and shall not) accelerate Loans or exercise any financial covenant set forth in Section 7.11 rights 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 day 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 remedies against any Loan Party 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 a failure to comply with Section 7.11, but shall not be restricted from doing any of the foregoing with respect to any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documents.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, for purposes of determining whether if the Borrower determines that a Default or an Event of Default has occurred under any financial the covenant set forth in Section 7.117.13, any equity contribution (in has occurred or may occur, during the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings period commencing after the beginning of the last day of any Fiscal Quarter and on or prior to fiscal quarter included in such Test Period until the day that is seven fifteenth (715th) Business Days Day after the day date on which financial statements are required to be delivered for that Fiscal Quarter willhereunder with respect to such fiscal quarter (or, at if later, the request of Holdings by delivery fifteenth (15th) Business Day after the date any Covenant Trigger Period commences), any investor may make a Specified Equity Contribution to the Administrative 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 Borrower (a “Notice of Intent to Cure”), be included in the 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 “Specified Designated Equity Contribution”); provided that (a) Holdings , and the amount of the net cash proceeds thereof shall not be permitted deemed to so request that a Specified Equity Contribution be included in the calculation of increase Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two applicable quarter; provided that such net cash proceeds (2i) 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 Flow for the purposes of Section 2.05(b)(i) only (in 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 are actually received by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other cash common equity having terms reasonably acceptable to during the Administrative Agent, (g) if period commencing after the proceeds beginning of the Specified Equity Contribution are used to repay Indebtedness, most recently ended fiscal quarter included in such 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, Test Period and ending fifteen (h15) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter with respect to which such Notice fiscal quarter hereunder (or, if later, the fifteenth (15th) Business Day after the date any Covenant Trigger Period commences) and (ii) are identified as a Designated Equity Contribution in a certificate of Intent to Cure relates, none a Responsible Officer of the Administrative Agent or any Lender shall exercise the right Borrower delivered to accelerate the Loans or terminate the Commitments and none of the Administrative Agent; provided further that, or any other Lender or Secured Party shall exercise any right to foreclose on or take possession until the expiration of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.11such fifteen (15) Business Day period, but shall not be restricted from doing any of the foregoing with respect to any other Event of Default and each other no Default or Event of Default that may exist at such time shall continue with regards to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default covenant set forth in Section 7.13 shall be deemed to exist 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 all other purposes of calculating any financial ratios other than as applicable to Section 7.13 and shall not result in any adjustment to any baskets or other amounts other than the Loan Documentsamount of the Consolidated EBITDA for the purpose of Section 7.13.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.1, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution 6.17 or Section 6.18 and until the expiration of the tenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent10th) made to Holdings day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery pursuant to Section 5.2(a) or (b) with respect to the Administrative Agent applicable fiscal quarter hereunder, the Borrower may sell or issue common Equity Interests of the Borrower to any of the Equity Interest holders (to the extent such transaction would not result in a notice that Change in Control) and apply the Equity Issuance Proceeds thereof to (i) increase consolidated EBITDA of the Borrower with respect to such applicable quarter (and include 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”as consolidated EBITDA in such quarter for any four fiscal quarter period including such quarter), be included and (ii) increase the Borrower’s shareholders’ equity with respect to such applicable quarter (and include it as shareholders’ equity in the calculation of Consolidated EBITDA such quarter for the purposes of determining compliance with the financial covenants set forth in Section 7.11 at the end of any four fiscal quarter period including such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”quarter); provided that such Equity Issuance Proceeds (aA) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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 are actually received by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, no later than ten (g10) if the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such 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 days after the day date on which financial statements are required to be delivered pursuant to Section 5.2(a) or (b) with respect to such fiscal quarter hereunder and (B) do not exceed the amount necessary to cause the maximum Leverage Ratio on a pro forma basis after giving effect to the cure provided herein, for that Fiscal Quarter any applicable period to which be 1.00x less than the then required leverage ratio covenant under Section 6.18. Subject to the terms set forth above and the terms in clause (b) and (c) below, upon (x) application of the Equity Proceeds as provided in clause (i) and (ii) above within the 10 day period described above in such Notice amounts sufficient to cure the Events of Intent Default under the covenants set forth in Section 6.17 and 6.18, and (y) delivery of an updated Compliance Certificate executed by a Responsible Officer of the Borrower to Cure relates, none of the Administrative Agent or any Lender shall exercise the right to accelerate the Loans or terminate the Commitments reflecting compliance with Sections 6.17 and none of the Administrative Agent6.18, 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event Events of Default shall be deemed to exist for all other purposes of the Loan Documentscured and no longer in existence.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, for purposes of determining whether an if the Borrower determines that a Financial Covenant Event of Default has occurred under or may occur as of the end of any financial covenant set forth in Section 7.11fiscal quarter, any equity contribution (in during the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings period commencing after the last day end of any Fiscal Quarter such fiscal quarter and on or prior to the day that is seven ending ten (710) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter willhereunder with respect to such fiscal quarter, at the request of Strategic Investors may make a Specified Equity Contribution to Holdings by delivery to the Administrative 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 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 “Specified Designated Equity Contribution”); provided that (a) Holdings , and the amount of the Net Cash Proceeds thereof shall not be permitted deemed to so request that a Specified Equity Contribution be included in the calculation of increase Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two applicable quarter; provided that such Net Cash Proceeds (2i) 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 Flow for the purposes of Section 2.05(b)(i) only (in 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 are actually received by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds cash common equity (including through capital contribution of Qualified Capital Stock or other equity having terms reasonably acceptable such Net Cash Proceeds to the Administrative Agent, (gBorrower) if during the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such 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 period commencing after the day end of such fiscal quarter by the Borrower and ending ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) not applied to any Other Equity Use. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.10 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA for the purpose of Section 7.10. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, upon written notice from the Borrower that Fiscal Quarter it intends to which such Notice of Intent to Cure relatesexercise Section 8.04, none of neither the Administrative Agent or nor any Lender shall may exercise the right to accelerate the Loans any rights or terminate the Commitments and none of the Administrative Agent, remedies under Section 8.02 (or under any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely Loan Document) on the basis of an any actual or purported Event of Default having occurred and being continuing under relating to Section 7.11, but shall not be restricted from doing any 7.10 until the expiration of the foregoing tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to any other Event of Default and each other Default or Event of Default the applicable fiscal quarter hereunder; provided that may exist at such time shall continue to exist and the foregoing shall not be affected by effect the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed conditions to exist for all other purposes of the Loan DocumentsCredit Extension under Section 4.02.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.017.1, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.11subsection 6.10(a) or subsection 6.10(b), any equity contribution (in the form of Qualified Capital Stock common equity or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings the Borrower after the last day of any Fiscal Quarter Closing Date and on or prior to the day that is seven (7) Business Days 10 calendar days after the day on which financial statements are required to be delivered for that Fiscal Quarter fiscal quarter will, at the request irrevocable election of Holdings by delivery the Borrower delivered to the Administrative 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”)in writing, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the such financial covenants set forth in Section 7.11 at the end of such Fiscal Quarter fiscal quarter and any subsequent period that includes such Fiscal Quarter fiscal quarter (any such equity contributioncontribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, each consecutive four fiscal quarter period there will be a period of at least two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been is 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 any Specified Equity Contribution shall will be no greater than the amount required to cause Holdings Borrower to be in compliance with the such financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Periodcovenants, (ec) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 of the Loan Documents (including, without limitation, calculating calculation of Consolidated EBITDA for purposes of determining all other purposes, including calculating basket levels, Retained Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio pricing and other items governed by reference to Consolidated EBITDA, and for purposes of (d) there shall be no more than four Specified Equity Contributions made in the Restricted Payment covenant in Section 7.06(f) and aggregate after the Investment covenant in Section 7.03(o))Closing Date, (fe) the proceeds of received by Borrower from all Specified Equity Contributions will shall be contributed promptly used by Borrower to prepay the Borrower Term Loan in the order provided under Section 2.8(f) and (f) so long as proceeds any Specified Equity Contribution is included in the calculation of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative AgentConsolidated EBITDA in a period, (g) if any Loans prepaid with the proceeds of the such Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid outstanding for purposes of calculating any determining compliance with such financial covenant set forth in Section 7.11 or covenants for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter Period, such period and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of under the Loan Documents.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections ‎8.01 or ‎8.02, for purposes of determining whether if the Borrower determines that an Event of Default has occurred under any financial the covenant set forth in Section 7.11‎Section 7.11 has occurred or may occur, any equity contribution (in during the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings period commencing after the beginning of the last day of any Fiscal Quarter fiscal quarter included in such Test Period and on or prior to the day that is seven ending ten (710) Business Days after the day date on which financial statements are required to be delivered hereunder with respect to such fiscal quarter (the “Cure Expiration Date”), the Investors may make a Specified Equity Contribution to the Borrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof 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 beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Expiration Date and (i) are Not Otherwise Applied. The parties hereby acknowledge that this ‎Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to ‎Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA 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 Designated 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 Fiscal Quarter will, at the request of Holdings by delivery Borrower delivers a written notice to the Administrative Agent of a notice that it intends to exercise the its cure rights right under this Section 8.04 and referencing that it is a notice of intent to cure under this Section 8.04 8.05 (a “Notice of Intent to Cure”), be included in ) neither the calculation 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 Consolidated EBITDA for the purposes any actual or purported Event 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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 Default 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Section ‎Section 7.11 or with respect to the quarter 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 which a Notice of Intent to CureCure 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 fifteenth Business Day after Cure Expiration Date has occurred without the day 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 Designated Equity Contribution having occurred and being continuing under Section 7.11, but shall not be restricted from doing any of the foregoing with respect to any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documentsbeen designated.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.04(b) and (c), for purposes the purpose of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.117.10 as of any date, any equity contribution the Borrower may, in its sole discretion, apply the Net Cash Proceeds of a Permitted Equity Issuance (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable “Cure Amount”) to the Administrative Agent) made to Holdings increase Consolidated EBITDA and Consolidated EBITDAR for and after the last final day of any Fiscal Quarter and 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 that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at with respect to such applicable fiscal quarter (the request of Holdings by delivery to the Administrative 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 CureCure Expiration Date”), (ii) are not used to increase the Cumulative Amount and (iii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under Section 7.10 as of such date. The Cure Amount used to calculate Consolidated EBITDA and Consolidated EBITDAR for one fiscal quarter shall be used and included in when calculating Consolidated EBITDA and Consolidated EBITDAR for each Test Period that includes such fiscal quarter (it being understood that full Cure Amount necessary to cure any covenant under Section 7.10 shall apply to the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants set forth in covenant under Section 7.11 at the end of such Fiscal Quarter and any subsequent period 7.10). The parties hereby acknowledge that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (athis Section 8.04(a) Holdings shall may not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall not be deemed to have been repaid relied upon for purposes of calculating any financial covenant set forth ratios other than as applicable to Section 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 sentence during the fiscal quarters in which such amount is included in Consolidated EBITDA and Consolidated EBITDAR. Notwithstanding anything to the contrary contained in Section 7.11 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 calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter PeriodLoan Documents, and (hB) upon receipt by the Administrative Agent’s receipt Agent of a Notice of Intent to CureCure 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 fifteenth Business Day after the day 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 prior to 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsCure Expiration Date.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.018.1, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.116.7, any equity contribution (in the form of Qualified Capital Stock common equity or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings Borrower after the last day of any Fiscal Quarter and on or prior to the day that is seven ten (710) Business Days days after the day on which financial statements are required to be delivered for that Fiscal Quarter or Fiscal Year (such period being the “Cure Period”) will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely 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 “Specified Equity Contribution”); provided that (a) Holdings 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 any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will shall be a period of at least no more than two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period in respect of which no a Specified Equity Contribution has been is made, (b) no more than two five (25) Specified Equity Contributions may shall 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, (dc) the amount of the any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause Holdings Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period6.7, and (ed) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Credit Documents (including, without limitation, including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels, Retained Excess Cash Flow AmountApplicable Margin, Applicable Revolving Commitment Fee RatePercentage, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio and other items governed by reference to Consolidated Adjusted EBITDA, and for purposes of the Restricted Payment Junior Payments covenant in Section 7.06(f) and 6.4). To the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any the financial covenant set forth in Section 7.11 or for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case 6.7 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that term “Relevant Four Fiscal Quarter to which such Notice of Intent to Cure relatesPeriod” shall mean, 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution. It is understood and agreed that, so long as Borrower has provided Administrative Agent with notice of the intention to solicit an Specified Equity Contribution, until the end of the Cure Period, none of Administrative Agent, Collateral Agent, any Lender, any other Secured Party, or any of their respective Affiliates shall exercise any remedy, pursuant to the terms of the Credit Documents, due to a failure to comply with the financial covenant and no Default or Event of Default shall be deemed to exist for all other purposes of have occurred under the Loan Credit Documents; provided, however, during such period Borrower shall not be entitled to request and no Lender shall be obligated to make, any Revolving Loans (including Swing Line Loans).

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.018.1, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.116.7, any equity Permitted Additional Equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable made to the Administrative Agent) made to Holdings Borrower after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days 10 days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely 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 “Specified Equity Contribution”); provided that (a) Holdings 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 any Fiscal Quarter unless, after giving effect to such 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 will be made in the aggregate during (plus the term of this AgreementPermitted Additional Equity Contribution contemplated in Section 3.2(r)), (dc) the amount of the any Specified Equity Contribution shall will be no greater than the amount required to cause Holdings Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Periodcovenants, (ed) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Credit Documents (including, without limitation, including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels, Retained Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio levels and other items governed by reference to Consolidated Adjusted EBITDA), and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (fe) the proceeds of all Specified Equity Contributions will be contributed applied to prepay the Term Loans in accordance with Section 2.14(f). For the avoidance of doubt, to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes the sole purpose of calculating any financial covenant set forth in Section 7.11 or for purposes 6.7 as at the end of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that term “Relevant Four Fiscal Quarter to which such Notice of Intent to Cure relatesPeriod” shall mean, 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, an Event the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of Default shall be deemed to exist for all other purposes of the Loan Documentssuch Specified Equity Contribution.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution 7.11 and until the expiration of the tenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent10th) made to Holdings day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery with respect to the Administrative Agent of a notice that it intends to exercise the cure rights under this Section 8.04 and referencing that it applicable fiscal quarter hereunder, Opco Holdings, GVR Holdings (so long as GVR is a notice co-borrower hereunder) and the Borrower may engage in a Permitted Equity Issuance and the Borrower may apply the amount of intent the Net Cash Proceeds thereof to cure under this Section 8.04 (a “Notice of Intent to Cure”), be included in the calculation of increase Consolidated EBITDA for the purposes of determining compliance with the financial covenants set forth in Section 7.11 at the end of respect to such Fiscal Quarter and any subsequent period that includes applicable fiscal quarter (such Fiscal Quarter (any such equity contributionfiscal quarter, a “Specified Equity ContributionDefault Quarter”); provided that such Net Cash Proceeds (ai) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Opco Holdings shall not be permitted or (so long as GVR is a co-borrower hereunder) GVR Holdings to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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, (bBorrower) no more later than two ten (210) 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 days after the day date on which financial statements are required to be delivered with respect to such Default Quarter hereunder, and (ii) do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment of Indebtedness in connection therewith required pursuant to Section 2.05(b)(iv)); provided further, 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 Borrower shall not be restricted from doing permitted to engage in any more than (A) one Permitted Equity Issuance pursuant to this Section 8.04 in any period of four consecutive fiscal quarters or (B) three Permitted Equity Issuances pursuant to this Section 8.04 during the foregoing with respect term of this Agreement. The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable to any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist Section 7.11 and shall not be affected by result in any adjustment to Consolidated EBITDA other than for purposes of compliance with Section 7.11 on the exercise last day of the cure a given Test Period (and not, for avoidance of rights hereunder; provideddoubt, that until timely receipt for purposes of the Specified Equity Contribution, an Event of Default shall be deemed to exist determining Pro Forma Compliance with Section 7.11 for all any other purposes of the Loan Documentsthis Agreement).

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.116.10, any equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative AgentStock) made to Holdings Borrower after the last day of any Fiscal Quarter and on or prior to before the day that is seven (7) Business Days 10 days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA solely 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 “Specified Equity Contribution”); provided that (a) Holdings Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause Holdings Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Periodcovenants, (ec) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in which case, no more than four Specified Equity Contributions will may be included in made during the calculation term of Excess Cash Flow for the Fiscal Year during which the Fiscal Quarter giving rise to the respective Specified Equity Contribution occurred)Credit Facilities, (d) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including, without limitation, including calculating Consolidated EBITDA for purposes of determining basket levels, Retained Excess Cash Flow AmountApplicable Revolving Loan Margin, Applicable Fee RateTerm Loan Margin, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio and other items governed by reference to Consolidated EBITDA, and for purposes of the Restricted Payment Dividends covenant in Section 7.06(f) and 6.08). To the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such 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 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that term “Relevant Four Fiscal Quarter to which such Notice of Intent to Cure relatesPeriod” means, 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, an Event the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated EBITDA will be increased as a result of Default shall be deemed to exist for all other purposes of the Loan Documents.such Specified Equity Contribution. 148

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.018.1, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.116.7, any equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative AgentEquity Interests) made to Holdings Borrower after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days 10 days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely 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 “Specified Equity Contribution”); provided that (a) Holdings 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 any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will shall be a period of at least no more than two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period in respect of which no a Specified Equity Contribution has been is made, (b) no more than two (2) 4 Specified Equity Contributions may will be made in the Relevant Four Fiscal Quarter Periodaggregate, (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 any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause Holdings Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Periodcovenants, and (ed) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Credit Documents (including, without limitation, including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels, Retained Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio levels and other items governed by reference to Consolidated Adjusted EBITDA, calculating the amount of Unrestricted Cash to be deducted pursuant to clause (b) of the definition of Consolidated Total Net Debt, and for purposes of the Restricted Payment Junior Payments covenant in Section 7.06(f) and 6.4). To the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such 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 6.7 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that term “Relevant Four Fiscal Quarter to which such Notice of Intent to Cure relatesPeriod” shall mean, 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, an Event the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of Default shall be deemed to exist for all other purposes of the Loan Documentssuch Specified Equity Contribution.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.019.1, for purposes in the event of determining whether an any Event of Default has occurred or potential Event of Default under any financial the covenant set forth in Section 7.118.1 with respect to any fiscal quarter, at any equity contribution time during such fiscal quarter and until the expiration of the tenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent10th) made to Holdings Business Day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery with respect to the applicable fiscal quarter hereunder, if Holdings receives a Specified Equity Contribution, Holdings may apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided, that (i) such net cash proceeds (x) are actually received by Holdings as cash equity other than Disqualified Capital Stock (including through capital contribution of such net cash proceeds to Holdings) and contributed as cash equity to the Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (y) are Not Otherwise Applied; (ii) in each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (iii) no more than five Specified Equity Contributions shall be made in the aggregate during the term of this 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 calculation of the Available Amount and the determination of the Applicable Margin and Commitment Fee Rate; (vi) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 8.1 for the applicable fiscal quarter in which such Specified Equity Contribution was received; and (vii) upon the Administrative Agent Agent’s receipt of a written notice from the Borrower that it the Borrower intends to exercise the cure rights under this Section 8.04 and referencing that it is make a notice of intent to cure under this Section 8.04 Specified Equity Contribution (a “Notice of Intent to Cure”), be included in the 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 tenth (10th) Business Day after following the day date on which financial statements are required to be delivered for that Fiscal Quarter the fiscal quarter to which such Notice of Intent to Cure relatesrelates are required to be delivered pursuant to Section 7.1, none of neither the Administrative Agent or (nor any sub-agent therefor) nor any Lender shall exercise the any right to accelerate the Loans or terminate the Revolving Commitments or any Incremental Revolving Commitments, and none of the Administrative Agent, or Agent (nor any other sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents, solely on the basis of an the relevant 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder8.1; provided, that until timely receipt the Borrower may not request any borrowing or issuance of the Specified Equity Contribution, an Event any Letter of Default shall be deemed to exist for all other purposes of the Loan DocumentsCredit during such period.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, for purposes 8.01 or Section 8.02: (a) For the purpose of determining whether an Event of Default under Section 7.11 has occurred under occurred, the Borrower may on one or more occasions designate any financial covenant set forth in Section 7.11, any equity contribution (in portion of the form net cash proceeds from a sale or issuance of Qualified Capital Stock Equity Interests of Holdings or other equity having terms reasonably acceptable any cash contribution to the Administrative Agentcommon capital of the Borrower (the “Cure Amount”) made as an increase to Holdings Consolidated EBITDA for the applicable fiscal quarter; provided that such amounts to be designated (i) are actually received by the Borrower after the last first day of any Fiscal Quarter such applicable fiscal quarter and on or prior to the day that is seven tenth (710th) Business Days Day after the day date on which financial statements are required to be delivered for that Fiscal Quarter willwith respect to such applicable fiscal quarter (the “Cure Expiration Date”), at (ii) do not exceed the request of Holdings by delivery to the Administrative 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 aggregate amount necessary to cure any Event of Default under this Section 8.04 7.11 as of such date and (a 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 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), be included in the calculation of . The Cure Amount used to calculate 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 one fiscal quarter 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 Flow for the purposes of Section 2.05(b)(i) only (in which case, Specified Equity Contributions will be used and 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, when 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 each Test Period that includes such fiscal quarter. (b) The parties hereby acknowledge that this Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall 8.04 may not be deemed to have been repaid relied on for purposes of calculating any financial covenant set forth in ratios other than for determining actual compliance with 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 day on which financial statements are not Pro Forma Compliance with Section 7.11 that is 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 by any other Lender or Secured Party shall exercise any right to foreclose on or take possession provision 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist this Agreement) and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed result in any adjustment to exist for all other purposes of the Loan Documents.any amounts (including the

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, for purposes of determining whether an Event of Default has occurred under any the financial covenant set forth in Section 7.116.10(b), any equity contribution (in the form of Qualified Capital Stock common equity or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings Borrower after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days 10 days after the day on which financial statements are required to be delivered for that Fiscal Quarter willshall, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA Combined Economic Income solely for the purposes of determining compliance with the such financial covenants set forth in Section 7.11 covenant at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings Borrower shall not be permitted to so request that a separate Specified Equity Contribution Contributions be included made in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least more than two (2) consecutive Fiscal Quarters in the any Relevant Four four Fiscal Quarter Period in which no Specified Equity Contribution has been made, (b) no more than two (2) Specified Equity Contributions may and there shall 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 after the term of this AgreementClosing Date, (db) the amount of the any Specified Equity Contribution shall be no greater than the amount required to cause Holdings Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Periodcovenants, (ec) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 and the use of proceeds therefrom shall be disregarded for all other purposes under the Loan Credit Documents (including, 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 limitation negative covenant in baskets requiring pro forma compliance with Section 7.06(f) and the Investment covenant in Section 7.03(o)6.10), (fd) if, after giving effect to any Specified Equity Contribution, Borrower would be in compliance with the financial covenant contained in Section 6.10(b) after giving effect to the provisions of this Section 8.02, no Default or Event of Default shall be deemed to have existed at any time with respect to such financial covenants for the relevant Fiscal Quarter and (e) 100% of the proceeds of all the Specified Equity Contributions will shall be contributed offered within three Business Days to be applied to prepayment of the Borrower as proceeds of Qualified Capital Stock Term Loans, without penalty or other equity having terms reasonably acceptable to premium). To the Administrative Agent, (g) if extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any the financial covenant set forth in Section 7.11 or for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case 6.10(b) 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 day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other . For purposes of this paragraph, the Loan Documents.term “

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, (a) Solely for purposes of determining whether an Event of Default has occurred under any compliance with the financial covenant set forth covenants in Section 7.11, any equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings after the last day of any Fiscal Quarter Sections 6.10 and 6.11 on or prior to the day that is seven (7) ten Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.01 for that Fiscal Quarter any fiscal period (the “Equity Cure Period”), the existing holders of Equity Interests of the Borrower shall have the right to make an equity investment (which equity shall be common equity or Qualified Equity Interests) in the Borrower in cash, on or prior to the expiration of the Equity Cure Period for such fiscal quarter, and such cash will, at if so designated by the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA and Unrestricted Cash 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 fiscal quarter and, as applicable, the subsequent period that includes such Fiscal Quarter three fiscal quarters (any such equity contributioncontribution so included in the calculation of Consolidated EBITDA and/or Unrestricted Cash, a “Specified Equity Contribution”); provided that (ai) Holdings there shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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) three 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, (dii) there shall be no more than two Specified Equity Contributions made during any consecutive four-fiscal-quarter period and there shall be no consecutive fiscal quarters where there are Specified Equity Contributions, (iii) the amount of the any Specified Equity Contribution shall be no greater than the amount required to cause Holdings the Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period, Sections 6.10 and 6.11 and (eiv) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 shall be disregarded for all other purposes under the Loan Documents (of this Agreement, including, without limitationdetermining any baskets with respect to the covenants contained in Article VI (provided, calculating Consolidated EBITDA for purposes that any repayment or prepayment 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) and the Investment covenant in Section 7.03(o)), (f) Loans with the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if the proceeds of the from any Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Section 7.11 or given effect for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case Ratio 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 day on which financial statements are required to be delivered for that Fiscal Quarter to which such Notice of Intent to Cure relates, none applicable test period ending as of the Administrative Agent or any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none last day 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 any other Event of Default and each other Default or Event of Default fiscal quarter that may exist at required such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event Contribution but any such repayment or prepayment of Default Loans with the proceeds from any Specified Equity Contribution shall be deemed to exist given effect for all other purposes of calculating the Loan DocumentsTotal Leverage Ratio for subsequent test periods).

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.018.1, for purposes of determining whether an Event of Default has occurred under any the financial covenant set forth in Section 7.116.7(d), any equity contribution (which shall be in the form of Qualified Capital Stock common equity or other equity (other than Disqualified Equity Interests) having terms reasonably acceptable satisfactory to the Requisite Lenders and Administrative Agent) made to Holdings Borrower or any incurrence by Borrower of additional Indebtedness under this Agreement, in each case after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days 10 days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenants covenant set forth in Section 7.11 6.7(d) at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contributioncontribution or incurrence, a “Specified Equity Contribution”); provided that (a) Holdings Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will shall be a period of at least no more than two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period in respect of which no a Specified Equity Contribution has been made, (b) no more than two (2) Specified Equity Contributions may be is made in the Relevant Four Fiscal Quarter Period, (c) and no more than four (4) Specified Equity Contributions may be made in over the aggregate during the term life of this Agreement, (db) the amount of any Specified Contribution and the Specified Equity Contribution shall use of proceeds therefrom will be no greater than the amount required to cause Holdings Borrower to be in compliance with the financial covenants covenant set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period6.7(d), (ec) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Credit Documents (including, without limitation, including 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 levels and other items governed by reference to Consolidated EBITDAEBITDA (including whether Borrower has satisfied the test set forth in clause (b) of the definition of “Specified Cash Payment Event”), and for purposes of the Restricted Payment Junior Payments covenant in Section 7.06(f6.4) and the Investment covenant in Section 7.03(o)), (fd) the proceeds of all Specified Equity Contributions will be contributed any Restricted Junior Payment made pursuant to Section 6.4 during the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to period commencing on the Administrative Agent, (g) if the proceeds first day of the Specified Equity Contribution are used to repay Indebtedness, such 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, for which any Specified Contribution is made and (h) upon ending on the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day date that is 10 days after the day on which financial statements are required to be delivered for that such 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 used to any other Event of Default and each other Default or Event of Default that may exist at make such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other . For purposes of this paragraph, the Loan Documents.term “

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.019.1, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.11Sections 5.1 or 5.2, any equity contribution in respect of the Stock of the Borrower (in the form of common equity, Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is seven ten (710) Business Days days after the day on which financial statements are required to be delivered for that Fiscal Quarter (or, in the case of the fourth Fiscal Quarter, for such Fiscal Year) will, at the irrevocable request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the such 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a no Specified Equity Contribution shall be included in the calculation of Consolidated EBITDA with respect to given effect pursuant hereto for any Fiscal Quarter unless, immediately after giving effect to such requested Specified Equity Contribution, there will be a period of at least two three (23) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period (as defined below) in which no Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrower to be in compliance with the financial covenants, (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all purposes under the Loan Documents other than determining compliance with the covenants set forth in Sections 5.1 and 5.2 (including calculating adjusted Consolidated EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Consolidated EBITDA), (d) there shall be 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 after 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 PeriodClosing Date, (e) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to promptly applied by the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to prepay amounts outstanding under the Administrative Agent, Term Loan Facility and (gf) if any Loans prepaid with the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness Contributions shall not be deemed to have been repaid outstanding for purposes of calculating determining compliance with any financial covenant set forth in Section 7.11 Sections 5.1 or 5.2 for the current Fiscal Quarter. For purposes of calculating this paragraph, the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the term “Relevant Four Fiscal Quarter Period” shall mean, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, an Event the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated EBITDA will be increased as a result of Default shall be deemed to exist for all other purposes of the Loan Documentssuch Specified Equity Contribution.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.0111.1, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant Financial Covenant then in effect as set forth in Section 7.11Sections 10.1(a) and (b), any cash equity contribution (in the form of Qualified Capital Stock which shall be contributed as common equity or other equity having terms reasonably acceptable to the Administrative Agentthat does not constitute Disqualified Equity Interests) made to Holdings Parent (or any direct or indirect parent thereof and then contributed to Parent) (any such equity contribution, a “Specified Equity Contribution”) after the last day of any Fiscal Quarter Testing Period and on or prior to the day that is seven fifteen (715) Business Days after the day on which financial statements are a Compliance Certificate is required to be delivered for that in connection with the applicable Fiscal Quarter or Fiscal Year in accordance with Section 8.6(e) will, at the prior written request of Holdings by delivery to the Administrative 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 Borrower Representative (any such request, a “Notice of Intent to CureCure Notice”), be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants Financial Covenants then in effect as set forth in Section 7.11 Sections 10.1(a) or (b) at the end of such Fiscal Quarter the applicable Testing Period and any subsequent period periods that includes include such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”)Quarter; provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 pursuant to this Section 11.7(a) may be made in the Relevant Four any consecutive four (4) Fiscal Quarter Periodperiod, (cb) no more than four three (43) Specified Equity Contributions pursuant to this Section 11.7(a) may be made in the aggregate during the term of this Agreement, (dc) the amount of the any Specified Equity Contribution pursuant to this Section 11.7(a) shall not be no greater than the amount required to cause Holdings Credit Parties to be in compliance with the financial covenants Financial Covenants then in effect as set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period10.1(a) and/or Section 10.1(b), (ed) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in which case, all Specified Equity Contributions will pursuant to this Section 11.7(a) shall be included in the calculation of Excess Cash Flow Consolidated EBITDA solely for the Fiscal Year during purposes of determining compliance with the Financial Covenants then in effect as set forth in Section 10.1(a) and/or Section 10.1(b) (and only for the period for which the Fiscal Quarter giving rise to the respective such Specified Equity Contribution occurred), all is made and any Testing Period which includes such period for which such Specified Equity Contributions will Contribution is made) and shall not be disregarded included for all any other purposes under the Loan Documents (includingpurpose, without limitation, calculating Consolidated EBITDA for purposes of including but not limited to determining basket levels, Retained Excess Cash Flow Amountpricing, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio Liquidity or Average Liquidity Calculation and other items governed by reference to Consolidated EBITDAEBITDA or Liquidity, as applicable and for purposes of the Restricted Payment covenant in Section 7.06(f(e) and the Investment covenant in Section 7.03(o)), (f) the no proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if the proceeds of the any Specified Equity Contribution are shall be required to be used to repay Indebtedness, pay down the Term Loans (but such Indebtedness proceeds shall not be deemed to have been repaid used for purposes any purpose prohibited by this Agreement). Until the expiration 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 fifteen (h15) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that Fiscal Quarter to which such Notice of Intent to Cure relatesperiod referenced above, none of the neither Administrative Agent or nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agentany remedies, or take any other Lender actions, against any Credit Party or Secured Party shall exercise any right to foreclose on of its Subsidiaries or take possession their respective assets or property as a result of the Collateral solely on the basis of an any Event of Default having occurred and being continuing under Section 7.11, but shall not be restricted from doing any arising solely due to the breach of the foregoing with respect Financial Covenants then in effect as set forth in Sections 10.1(a) and (b) (or any failure to any other give timely notice of such Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsDefault).

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.019.1, for purposes in the event of determining whether an any Event of Default has occurred or potential Event of Default under any financial the covenant set forth in Section 7.11Sections 8.1 with respect to any fiscal quarter, at any equity contribution time during such fiscal quarter and until the expiration of the tenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent10th) made to Holdings Business Day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery with respect to the applicable fiscal quarter hereunder, if Holdings receives a Specified Equity Contribution, Holdings may apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that (i) such net cash proceeds (x) are actually received by Holdings as cash equity other than Disqualified Capital Stock (including through capital contribution of such net cash proceeds to Holdings) no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (y) are Not Otherwise Applied; (ii) in each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (iii) no more than five Specified Equity Contributions shall be made in the aggregate during the term of this 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 calculation of the Available Amount and the determination of the Applicable Margin and Commitment Fee; (vi) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 8.1; and (iv) upon the Administrative Agent Agent’s receipt of a written notice from the Borrower that it the Borrower intends to exercise the cure rights under this Section 8.04 and referencing that it is make a notice of intent to cure under this Section 8.04 Specified Equity Contribution (a “Notice of Intent to Cure”), be included in the 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 tenth (10th) Business Day after following the day date on which financial statements are required to be delivered for that Fiscal Quarter the fiscal quarter to which such Notice of Intent to Cure relatesrelates are required to be delivered pursuant to Section 7.1, none of neither the Administrative Agent or (nor any sub-agent therefor) nor any Lender shall exercise the any right to accelerate the Loans or terminate the Revolving Commitments or any Incremental Revolving Commitments, and none of the Administrative Agent, or Agent (nor any other sub-agent therefor) nor any 100 Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of an the relevant 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documents8.1.

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 covenant set forth in Section 67(a) or (b) and until the expiration of the tenth day after the date on which financial statements are required to be delivered with respect to the applicable Fiscal Quarter hereunder, the Borrower may receive capital contributions or issue common Qualified Equity Interests to Holdings and apply the amount of the proceeds thereof (the “Cure Amount”) to increase Consolidated Adjusted EBITDA with respect to such Fiscal Quarter (the “Cure Right”); provided, that such proceeds (i) with respect to any individual exercise of the Cure Right, shall not exceed $25,000,000, (ii) are actually received by the Borrower (including through capital contribution of such proceeds by Holdings to the Borrower) following the last day of such Fiscal Quarter, but no later than ten days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter hereunder, (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 6.7(a) or (b) for the then applicable four Fiscal Quarter period and (iv) may not be applied to fund Restricted Junior Payments or Investments; and provided, further, that any Cure Amount used to calculate Consolidated Adjusted EBITDA for one Fiscal Quarter shall be used when calculating Consolidated Adjusted EBITDA for any fiscal period including such Fiscal Quarter. The parties hereby acknowledge that this Section 8.2(a) may not be relied on for any purposes other than to calculate compliance with Section 6.7(a) or (b) for purposes of determining whether an Event of Default has occurred under any financial covenant set forth exists, and shall result only in Section 7.11, any equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable an adjustment to the Administrative Agent) made to Holdings after amount of the 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 for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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 calculation of Consolidated Adjusted EBITDA for the purposes period referred to in the immediately preceding sentence and not to any other amounts hereunder during any such period in which Consolidated Adjusted EBITDA is so adjusted (including with respect to Consolidated Total Debt as a result of determining any Cure Amount being applied to the repayment of any amount thereof). If, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of 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 “Specified Equity Contribution”); provided that (a6.7(a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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, or (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 Borrower shall be no greater than deemed to have satisfied the amount required to cause Holdings to be in compliance with requirements of the financial covenants set forth in Section 7.11 for 6.7(a) and (b) as of the Relevant Four Fiscal Quarter Period, (e) except for calculations relevant date of Excess Cash Flow for determination with the purposes of Section 2.05(b)(i) only (in 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 same effect as though there had been no failure 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 EBITDAcomply therewith at such date, and the applicable breach or default of the financial covenants under Section 6.7(a) and (b) that had occurred shall be deemed cured for this purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsAgreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, for purposes of determining whether if the Borrower determines that an Event of Default has occurred under any financial the covenant set forth in Section 7.117.11 has occurred or may occur, any equity contribution (in during the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings period commencing after the last day beginning of any Fiscal Quarter the preceding fiscal quarter included in such Test Period and on or prior to the day that is seven ending ten (710) Business Days after the day later of (i) the date on which financial statements are required to be delivered for that Fiscal Quarter willhereunder with respect to such fiscal quarter and (ii) the occurrence of a Financial Covenant Default, at the request Investors may make, directly or indirectly, cash contributions to the common equity of Holdings by delivery to and/or any purchase or investment in the Equity Interests (other than, without the consent of the Administrative Agent Agent, Disqualified Equity Interests or other Equity Interests (other than common Equity Interests)) 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 Holdings (a “Notice of Intent to CureDesignated Equity Contribution”), and the amount of the net cash proceeds thereof shall be included deemed to increase Consolidated EBITDA with respect to such applicable quarter in an amount that, if added to the calculation of Consolidated EBITDA for the purposes of determining relevant quarter, would have been sufficient to cause compliance with the financial covenants set forth in covenant under Section 7.11 at (the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity ContributionCure”); provided that such net cash proceeds (ai) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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 are actually received by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as cash common equity (including through capital contribution of such net cash proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (gBorrower) if during the proceeds period commencing after the beginning of the Specified Equity Contribution are used to repay Indebtedness, preceding fiscal quarter included in such 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, Test Period and ending ten (h10) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day Days after the day later of (i) 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 hereunder with respect to any other Event such fiscal quarter and (ii) the occurrence of a Financial Covenant Default and each (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other Default or Event of Default that may exist at such time shall continue than as applicable to exist Section 7.11 and shall not be affected by result in any adjustment to any baskets or other amounts other than the exercise amount of the cure Consolidated EBITDA for the purpose of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsSection 7.11.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.1, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant the covenants set forth in Section 7.116.16 or Section 6.17, any equity contribution (in from the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings after the last first day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after applicable fiscal quarter until the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery pursuant to Section 5.2(a) or (b) with respect to the Administrative Agent applicable fiscal quarter hereunder, the Borrower may apply cash Equity Issuance Proceeds from an Equity Issuance of a notice that it intends Equity Interests (other than Disqualified Stock) or cash equity contributions on account of Equity Interests (other than Disqualified Stock) and in an amount sufficient to exercise bring Credit Parties into compliance with such provision and rounded up to the cure rights under this Section 8.04 and referencing that it is a notice of intent to cure under this Section 8.04 nearest $1,000,000 (a “Notice of Intent to CureCovenant Cure Payment” and such necessary minimum amount, the “Minimum Covenant Cure Amount”), be included ) in the calculation of Consolidated EBITDA manner set forth below in this Section 7.7. Solely for the purposes of determining compliance with calculating the financial covenants set forth in Section 7.11 at 6.16 or Section 6.17 for a particular fiscal quarter end, the Borrower may apply the Covenant Cure Payment to increase its consolidated EBITDA for such fiscal quarter (and such four quarter periods containing such applicable fiscal quarter end), so long as (A) the Borrower actually receives such Covenant Cure Payment no earlier than the first day of the applicable fiscal quarter and no later than the date on which the applicable financial statements for such fiscal quarter end are due hereunder, and no later than the date on which the applicable financial statements for such fiscal quarter are due hereunder, the Administrative Agent receives evidence of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter Covenant Cure Payment receipt from the Borrower, (any such equity contribution, a “Specified Equity Contribution”); B) each Lender’s Commitment is reduced as provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation following sentence, and (C) on the date financial statements for the applicable fiscal quarter are due, the Borrower applies the proceeds of Consolidated EBITDA with respect such Covenant Cure Payment as a prepayment of Advances (without the need for any notice of prepayment pursuant to any Fiscal Quarter unless, Section 2.4(b) or otherwise) in an amount sufficient to cause the sum of (1) the Advances plus (2) the Letter of Credit Exposure to not exceed the aggregate Commitments (after giving effect to such requested Specified Equity Contribution, there will be a period of at least two (2) consecutive Fiscal Quarters the reduction required in the Relevant Four Fiscal Quarter Period in which following sentence). On the date financial statements for the applicable fiscal quarter are due, the Lenders’ Commitments shall be ratably and permanently reduced (without the need for any prior notice of reduction pursuant to Section 2.1(b) or otherwise) by the Minimum Covenant Cure Amount, with 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 obligation of the Specified Equity Contribution shall be no greater than the amount required Lenders 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 Flow for the purposes of Section 2.05(b)(i) only (in 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 EBITDAreinstate such Commitments, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will applicable Commitment Fees shall thereafter be contributed to the Borrower 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 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 day 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 computed on the basis of an Event of Default having occurred the Commitments, as so reduced. Subject to the terms set forth above and being continuing under Section 7.11the terms in clauses (b) and (c) below, but shall not be restricted from doing any upon (x) application of the foregoing with respect to any other Event proceeds of Default such Covenant Cure Payment as provided in the immediately preceding sentence and each other Default or Event (y) delivery of Default that may exist at such time shall continue to exist and shall not be affected a Compliance Certificate executed by the exercise a Responsible Officer of the cure of rights hereunder; providedBorrower to the Administrative Agent reflecting compliance with Section 6.16 or Section 6.17, that until timely receipt of the Specified Equity Contributionas applicable, an Event such Events of Default shall be deemed to exist for all other purposes of the Loan Documentscured and waived and no longer in existence.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.018.1, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.116.7, any equity contribution (in the form of Qualified Capital Stock common equity or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings Borrower after the last day of any Fiscal Quarter and on or prior to the day that is seven ten (710) Business Days days after the day on which financial statements are required to be delivered for that Fiscal Quarter or Fiscal Year (such period being the “Cure Period”) will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely 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 “Specified Equity Contribution”); provided that (a) Holdings 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 any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will shall be a period of at least no more than two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period in respect of which no a Specified Equity Contribution has been is made, (b) no more than two five (25) Specified Equity Contributions may shall 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, (dc) the amount of the any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause Holdings Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period6.7, and (ed) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Credit Documents (including, without limitation, including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels, Retained Excess Cash Flow AmountApplicable Margin, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio and other items governed by reference to Consolidated Adjusted EBITDA, and for purposes of the Restricted Payment Junior Payments covenant in Section 7.06(f) and 6.4). To the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any the financial covenant set forth in Section 7.11 or for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case 6.7 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that term “Relevant Four Fiscal Quarter to which such Notice of Intent to Cure relatesPeriod” shall mean, 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution. It is understood and agreed that, so long as Borrower has provided Administrative Agent with notice of the intention to solicit an Specified Equity Contribution, until the end of the Cure Period, none of Administrative Agent, Collateral Agent, any Lender, any other Secured Party, or any of their respective Affiliates shall exercise any remedy, pursuant to the terms of the Credit Documents, due to a failure to comply with the financial covenant and no Default or Event of Default shall be deemed to exist for all other purposes of have occurred under the Loan Credit Documents.. 101

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, for purposes of determining whether if the Borrower determines that an Event of Default has occurred under any financial the covenant set forth in Section 7.117.11 has occurred or may occur, any equity contribution (in during the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings period commencing after the beginning of the last day of any Fiscal Quarter fiscal quarter included in such Test Period and on or prior to the day that is seven ending ten (710) Business Days after the day date on which financial statements are required to be delivered hereunder with respect to such fiscal quarter (the “Cure Expiration Date”), the Investors may make a Specified Equity Contribution to the Borrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof 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 beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA 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 Designated 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 Fiscal Quarter will, at the request of Holdings by delivery Borrower delivers a written notice to the Administrative Agent of a notice that it intends to exercise the its cure rights right under this Section 8.04 and referencing that it is a notice of intent to cure under this Section 8.04 8.05 (a “Notice of Intent to Cure”), be included in ) neither the calculation 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 Consolidated EBITDA for the purposes any actual or purported Event 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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 Default 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Section 7.11 or with respect to the quarter 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 which a Notice of Intent to CureCure 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 fifteenth Business Day after Cure Expiration Date has occurred without the day on which financial statements are required Designated Equity Contribution having been designated. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to be delivered for that Fiscal Quarter to which such Notice of Intent to Cure relates, none Rule 83 of the Administrative Agent or any Lender shall exercise the right to accelerate the Loans or terminate the Commitments Securities 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsExchange Commission.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, for purposes of determining whether an if the Borrower determines that a Financial Covenant Event of Default has occurred under or may occur as of the end of any financial covenant set forth in Section 7.11fiscal quarter, any equity contribution (in during the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings period commencing after the last day end of any Fiscal Quarter such fiscal quarter and on or prior to the day that is seven ending ten (710) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter willhereunder with respect to such fiscal quarter, at the request of Strategic Investors may make a Specified Equity Contribution to Holdings by delivery to the Administrative 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 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 “Specified Designated Equity Contribution”); provided that (a) Holdings , and the amount of the Net Cash Proceeds thereof shall not be permitted deemed to so request that a Specified Equity Contribution be included in the calculation of increase Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two applicable quarter; provided that such Net Cash Proceeds (2i) 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 Flow for the purposes of Section 2.05(b)(i) only (in 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 are actually received by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds cash common equity (including through capital contribution of Qualified Capital Stock or other equity having terms reasonably acceptable such Net Cash Proceeds to the Administrative Agent, (gBorrower) if during the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such 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 period commencing after the day end of such fiscal quarter by the Borrower and ending ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder (after giving effect to Amendment No. 1) and (ii) not applied to any Other Equity Use. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.10 and/or Section 7.16 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA for the purpose of Section 7.10 and/or Section 7.16. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, upon written notice from the Borrower that Fiscal Quarter it intends to which such Notice of Intent to Cure relatesexercise this Section 8.04, none of neither the Administrative Agent or nor any Lender shall may exercise the right to accelerate the Loans any rights or terminate the Commitments and none of the Administrative Agent, remedies under Section 8.02 (or under any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely Loan Document) on the basis of an any actual or purported Event of Default having occurred and being continuing under relating to Section 7.11, but shall not be restricted from doing any 7.10 and/or Section 7.16 until the expiration of the foregoing tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to any other Event of Default and each other Default or Event of Default the applicable fiscal quarter hereunder; provided that may exist at such time shall continue to exist and the foregoing shall not be affected by effect the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed conditions to exist for all other purposes of the Loan DocumentsCredit Extension under Section 4.02.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or Section 8.02, but subject to Sections 8.05(b) and (c), for purposes the purpose of determining whether an Event of Default under the Financial Covenant has occurred under occurred, the Borrower may on one or more occasions designate any financial covenant set forth in Section 7.11, any equity contribution (in portion of the form Net Cash Proceeds from a sale or issuance of Qualified Capital Stock Equity Interests or of any contribution to the common capital of the Borrower (or from any other equity having contribution to capital or sale or issuance of any other Equity Interests on terms reasonably acceptable satisfactory to the Administrative Agent) made (the “Cure Amount”) as an increase to Holdings Consolidated EBITDA for the applicable fiscal quarter; provided that such amounts to be designated (i) are actually received by the Borrower (x) on or after the last day first Business Day of any Fiscal Quarter the applicable fiscal quarter and (y) on or prior to the twentieth (20th) day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter willwith respect to such applicable fiscal quarter (the “Cure Expiration Date”), at (ii) do not exceed the request of Holdings by delivery to the Administrative 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 maximum aggregate amount necessary to cure any Event of Default under this Section 8.04 the Financial Covenant as of such date and (a iii) the 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 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 the Financial Covenant is less than the full amount of such originally designated amount), be included in the calculation of . The Cure Amount used to calculate 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 one fiscal quarter 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 Flow for the purposes of Section 2.05(b)(i) only (in which case, Specified Equity Contributions will be used and 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, when 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 each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 7.06(f8.05(a) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall may not be deemed to have been repaid relied on for purposes of calculating any financial covenant set forth in Section 7.11 or for purposes of calculating ratios other than as applicable to the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter Period, and Financial Covenant (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII other than the Financial Covenant) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash 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. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the exercise Borrower, the Financial Covenant shall be deemed satisfied and complied with as of the cure of rights hereunder; provided, that until timely receipt end of the Specified Equity Contribution, an 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 exist have occurred for all other 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 received by the Borrower.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.04(b) and (c), for purposes the purpose of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.117.10 as of any date, any equity contribution the Borrower may, in its sole discretion, apply the Net Cash Proceeds of a Permitted Equity Issuance (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable “Cure Amount”) to the Administrative Agent) made to Holdings increase Consolidated EBITDA and Consolidated EBITDAR for and after the last final day of any Fiscal Quarter and 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 that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at with respect to such applicable fiscal quarter (the request of Holdings by delivery to “Cure Expiration Date”) and (ii) do not exceed the Administrative 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 maximum aggregate amount necessary to cure any Event of Default under this Section 8.04 7.10 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 quarter (a “Notice of Intent it being understood that the full Cure Amount necessary to Cure”), be included in cure any covenant under Section 7.10 shall apply to the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants set forth in covenant under Section 7.11 at the end of such Fiscal Quarter and any subsequent period 7.10). The parties hereby acknowledge that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (athis Section 8.04(a) Holdings shall may not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall not be deemed to have been repaid relied upon for purposes of calculating any financial covenant set forth ratios other than as applicable to the determination of whether a Default or Event of Default has occurred under Section 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 sentence during the fiscal quarters in which such amount is included in Consolidated EBITDA and Consolidated EBITDAR. Notwithstanding anything to the contrary contained in Section 7.11 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 calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter PeriodLoan Documents, and (hB) upon receipt by the Administrative Agent’s receipt Agent of a Notice of Intent to CureCure 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 fifteenth Business Day after the day 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 prior to 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsCure Expiration Date.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, for purposes of determining whether if the Borrower determines that an Event of Default with respect to the Financial Covenant has occurred under any financial covenant set forth in Section 7.11or may occur, any equity contribution (in during the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings period commencing after the beginning of the last day of any Fiscal Quarter calendar quarter included in such Test Period and on or prior to the day that is seven ending ten (710) Business Days after the day date on which financial statements are required to be delivered hereunder with respect to such calendar quarter (the “Cure Expiration Date”), a Specified Equity Contribution may be made to the Borrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof 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 during the period commencing after the beginning of the last calendar quarter included in such Test Period and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA 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 Designated 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 Fiscal Quarter will, at the request of Holdings by delivery Borrower delivers a written notice to the Administrative Agent of a notice that it intends to exercise the its cure rights right under this Section 8.04 and referencing that it is a notice of intent to cure under this Section 8.04 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), be included in and the 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 “Specified Equity Contribution”); provided that (a) Holdings Borrower shall not be permitted to so borrow Revolving Credit Loans and Swing Line Loans or request that a Specified Equity Contribution be included in the calculation issuance of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period Letters of at least two (2) consecutive Fiscal Quarters in Credit until and unless the Relevant Four Fiscal Quarter Period in which no Specified Designated 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected received by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsBorrower.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or Section 8.02, but subject to Sections 8.05(b) and (c), for purposes the purpose of determining whether an Event of Default under EXHIBIT 10.3 (2) the Financial Covenant has occurred under occurred, the Borrower may on one or more occasions designate any financial covenant set forth in Section 7.11, any equity contribution (in portion of the form Net Cash Proceeds from a sale or issuance of Qualified Capital Stock Equity Interests or of any contribution to the common capital of the Borrower (or from any other equity having contribution to capital or sale or issuance of any other Equity Interests on terms reasonably acceptable satisfactory to the Administrative Agent) made (the “Cure Amount”) as an increase to Holdings Consolidated EBITDA for the applicable fiscal quarter; provided that such amounts to be designated (i) are actually received by the Borrower (x) on or after the last day first Business Day of any Fiscal Quarter the applicable fiscal quarter and (y) on or prior to the twentieth (20th) day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter willwith respect to such applicable fiscal quarter (the “Cure Expiration Date”), at (ii) do not exceed the request maximum aggregate amount necessary to cure any Event of Holdings by delivery Default under 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 such notice is provided in advance of delivery of a Compliance Certificate for 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 it intends to exercise the cure rights under this Section 8.04 and referencing that it is a notice of intent amount necessary to cure any Event of Default under this Section 8.04 (a “Notice the Financial Covenant is less than the full amount of Intent such originally designated amount). The Cure Amount used to Cure”), be included in the calculation of calculate 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 one fiscal quarter 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 Flow for the purposes of Section 2.05(b)(i) only (in which case, Specified Equity Contributions will be used and 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, when 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 each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 7.06(f8.05(a) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall may not be deemed to have been repaid relied on for purposes of calculating any financial covenant set forth in Section 7.11 or for purposes of calculating ratios other than as applicable to the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter Period, and Financial Covenant (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII other than the Financial Covenant) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash 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. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the exercise Borrower, the Financial Covenant shall be deemed satisfied and complied with as of the cure of rights hereunder; provided, that until timely receipt end of the Specified Equity Contribution, an 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 exist have occurred for all other 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 received by the Borrower.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.019.1, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.11Sections 5.1 or 5.2, any equity contribution in respect of the Stock of the Borrower (in the form of common equity, Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Syndication Agent) made to Holdings the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is seven ten (710) Business Days days after the day on which financial statements are required to be delivered for that Fiscal Quarter (or, in the case of the fourth Fiscal Quarter, for such Fiscal Year) will, at the irrevocable request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the such 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a no Specified Equity Contribution shall be included in the calculation of Consolidated EBITDA with respect to given effect pursuant hereto for any Fiscal Quarter unless, immediately after giving effect to such requested Specified Equity Contribution, there will be a period of at least two three (23) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period (as defined below) in which no Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrower to be in compliance with the covenants set forth in Sections 5.1 and/or 5.2 hereof and, if applicable, the financial covenants set forth in Sections 5.1 and 5.2 of the First Lien Credit Agreement, (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all purposes under the Loan Documents other than determining compliance with the covenants set forth in Sections 5.1 and 5.2 (including calculating adjusted Consolidated EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Consolidated EBITDA), (d) there shall be 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 after 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 PeriodClosing Date, (e) except for calculations of Excess Cash Flow for the purposes of subject to Section 2.05(b)(i) only (in 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 occurred2.8(f), 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed promptly applied by the Borrower to prepay amounts outstanding with respect to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, Term Loans and (gf) if any Term Loans prepaid with the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness Contributions shall not be deemed to have been repaid outstanding for purposes of calculating determining compliance with any financial covenant set forth in Section 7.11 Sections 5.1 or 5.2 for the current Fiscal Quarter. For purposes of calculating this paragraph, the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the term “Relevant Four Fiscal Quarter Period” shall mean, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, an Event the four Fiscal Quarter period ending on (and including) the SECOND LIEN CREDIT AGREEMENT WESTWOOD ONE, INC. Fiscal Quarter in which Consolidated EBITDA will be increased as a result of Default such Specified Equity Contribution. In the event the Borrower is in compliance with Sections 5.1 and 5.2 for any applicable period, but has failed to comply with Section 5.1 or 5.2 of the First Lien Credit Agreement for such period, and such failure is cured with a “Specified Equity Contribution” under and as defined in the First Lien Credit Agreement, then such “Specified Equity Contribution” shall constitute a Specified Equity Contribution hereunder and shall be deemed included, subject to exist the terms hereof, in the calculation of Consolidated EBITDA for all other the purpose of determining compliance with the financial covenants set forth in Sections 5.1 and 5.2 at the end of such fiscal quarter and any subsequent period that includes such Fiscal Quarter; provided that such exercise of the right to make a “Specified Equity Contribution” under the First Lien Credit Agreement shall not constitute an exercise of the right to make a Specified Equity Contribution hereunder for purposes of clause (d) of the Loan Documentsproviso to the preceding sentence.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.017.01, for purposes of determining whether an Event of Default has occurred under any the financial covenant covenants set forth in Section 7.11Sections 6.12 and 6.13, any cash equity contribution (other than in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative AgentDisqualified Equity Interests) made to Holdings after the last day of any Fiscal Quarter fiscal quarter and on or prior to the day that is seven (7) 10 Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter such fiscal quarter pursuant to Section 5.01 will, at the request of Holdings by delivery to the Administrative 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”)Holdings, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenants set forth in Section 7.11 Sections 6.12 and 6.13 at the end of such Fiscal Quarter fiscal quarter and any subsequent period that includes such Fiscal Quarter fiscal quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation each period of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contributionfour consecutive fiscal quarters, there will shall be a period of at least two (2) consecutive Fiscal Quarters three fiscal quarters in the Relevant Four Fiscal Quarter Period in respect of which no Specified Equity Contribution has been made, (b) is made and 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 since the term of this AgreementEffective Date, (db) the amount of the a Specified Equity Contribution shall be no greater than made with respect to any fiscal quarter may not exceed the lesser of (i) the minimum amount required to cause Holdings to be in compliance (after giving effect to such Specified Equity Contribution) with the financial covenants set forth in Section 7.11 Sections 6.12 and 6.13 and (ii) an amount equal to 25% of the Consolidated EBITDA (determined prior to giving effect to such Specified Equity Contribution) for the Relevant Four Fiscal Quarter Period, period of four consecutive fiscal quarters then ended and (ec) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 (i) in determining Consolidated EBITDA for purposes of determining whether the conditions precedent set forth in Section 4.02 shall have been satisfied and (ii) for all other purposes under the Loan Documents (including, without limitation, calculating Consolidated EBITDA including for purposes of determining the Available Basket Amount and calculating basket levelslevels and, Retained Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio and in the case of any basket or other items governed exception to the restrictive covenants set forth herein that is determined by reference to Consolidated EBITDApro forma compliance with the financial covenants set forth in Sections 6.12 and 6.13 or any other financial metric, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(odetermining such pro forma compliance)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documents.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.116.10, any equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative AgentStock) made to Holdings Borrower after the last day of any Fiscal Quarter fiscal quarter and on or prior to before the day that is seven (7) Business Days 10 days after the day on which financial statements are required to be delivered for that Fiscal Quarter fiscal quarter will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenants set forth in Section 7.11 at the end of such Fiscal Quarter fiscal quarter and any subsequent period that includes such Fiscal Quarter fiscal quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter fiscal quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two (2) consecutive Fiscal Quarters 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 any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause Holdings Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Periodcovenants, (ec) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(ino more than five (5) only (in which case, Specified Equity Contributions will may be included in made during the calculation term of Excess Cash Flow for the Fiscal Year during which the Fiscal Quarter giving rise to the respective Specified Equity Contribution occurred)Credit Facilities, (d) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including, without limitation, including calculating Consolidated EBITDA for purposes of determining basket levels, Retained Excess Cash Flow AmountApplicable Revolving Loan Margin, Applicable Fee RateTerm Loan Margin, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio and other items governed by reference to Consolidated EBITDA, and for purposes of the Restricted Payment Dividends covenant in Section 7.06(f) and 6.08). To the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such 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 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that term “Relevant Four Fiscal Quarter to which such Notice of Intent to Cure relatesPeriod” means, 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, an Event the four fiscal quarter period ending on (and including) the fiscal quarter in which Consolidated EBITDA will be increased as a result of Default shall be deemed to exist for all other purposes of the Loan Documentssuch Specified Equity Contribution.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.019.1, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant the Financial Maintenance Covenant set forth in Section 7.115.1, any equity contribution in respect of Stock of Holdings (in the form of Qualified Capital common Stock or other equity Stock (other than Disqualified Stock) having terms reasonably acceptable to the Administrative Agent) made to Holdings the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is seven ten (710) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter willpursuant to Section 6.1(b) or 6.1(c), at as the request case may be, may be used by the Borrower to prepay the Term Loans during such period and, upon such payment, have the Financial Maintenance Covenant set forth in Section 5.1 be calculated giving effect to such prepayment for purposes of determining the amount of Total Funded Debt outstanding (any such equity contribution in respect of Stock of Holdings by delivery applied to prepay the Administrative Agent of a notice that it intends to exercise the cure rights under this Section 8.04 Term Loans and referencing that it is a notice of intent to cure under this Section 8.04 (a “Notice of Intent to Cure”), be included given effect in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants Financial Maintenance Covenant set forth in Section 7.11 at the end 5.1 to cure an Event of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contributionDefault thereunder as provided herein, a “Specified Equity Contribution”); provided that (ai) Holdings shall not be permitted to so request that a no Specified Equity Contribution shall be included in the calculation of Consolidated EBITDA with respect to given effect pursuant hereto for any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, unless 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 madeapplied to reduce the Total Leverage Ratio, (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, (dii) the amount of the any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause Holdings the Group Members to be in compliance with the financial covenants Financial Maintenance Covenant set forth in Section 7.11 5.1 for the Relevant Four relevant Fiscal Quarter Period, (e) except for calculations in respect of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 such Specified Equity Contribution occurred), was made to effect cure of such Event of Default but in no event shall be in an amount in excess of $7,500,000 for any single Specified Equity Contribution and $10,000,000 for all Specified Equity Contributions in the aggregate in any consecutive four Fiscal Quarters, (iii) all Specified Equity Contributions and the use of proceeds therefrom will be given effect solely for purposes of determining compliance with the Financial Maintenance Covenant set forth in Section 5.1 for the relevant Fiscal Quarter and shall be disregarded for all other purposes, and for any other reference to the Total Leverage Covenant (which for all other purposes shall be calculated without giving effect to such prepayment), under the Loan Documents (including, without limitation, calculating Consolidated EBITDA including for purposes of determining basket levels, Retained the Applicable Margin or Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio or compliance with or satisfaction of any financial ratio based condition (including availability and other items governed by reference to Consolidated EBITDA, and for purposes use of the Restricted Payment covenant in Section 7.06(fAvailable Amount Basket) and the Investment covenant in Section 7.03(o)or any other purpose), (fiv) there shall be no more than four Specified Equity Contributions made in the aggregate after the Closing Date and (v) the proceeds of all Specified Equity Contributions will be contributed applied to prepay installments of principal under the Borrower as proceeds Term Loan Facility pursuant to Section 2.6(b) in inverse order 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 Indebtedness shall not be deemed to have been repaid for maturity. For purposes of calculating any financial covenant set forth in Section 7.11 or for purposes of calculating this paragraph, 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 day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documents.term “

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.0111.1, for purposes of determining whether an Borrowers may, but shall not be obligated to, cure any potential Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution arising from a violation of Sections 10.1(a) or (in the form b) (a “Financial Covenant Default”) upon providing notice of Qualified Capital Stock or other equity having terms reasonably acceptable their intent to cure prior to the Administrative Agentfifteenth (15th) made to Holdings Business Day after the last day of any on which a Compliance Certificate is required to be delivered in connection with the applicable Fiscal Quarter or Fiscal Year in accordance with Section 8.6(b) hereof (such fifteenth (15th) Business Day, the “Financial Covenant Cure Deadline”) and by causing Parent to issue (or any direct or indirect parent thereof and then contributed to Parent) Equity Interests (other than Disqualified Equity Interests) for cash on or prior to the day Financial Covenant Cure Deadline in an aggregate amount equal to an amount that, when added to Consolidated EBITDA on a dollar-for-dollar basis for the relevant Testing Period, would have caused Borrowers to be in full compliance with Sections 10.1(a) or (b), as the case may be, for such Testing Period (a “Financial Covenant Equity Cure”); provided that (a) concurrently with the making of such Financial Covenant Equity Cure, Parent receives all of the cash proceeds of such sale of Equity Interests thereof; (b) such Financial Covenant Equity Cure must be effected on or before the Financial Covenant Cure Deadline; (c) no more than two (2) Financial Covenant Equity Cures pursuant to this Section 11.7 may be made in any consecutive four (4) Fiscal Quarter period; (d) no more than three (3) Financial Covenant Equity Cures pursuant to this Section 11.7 may be made during the term of this Agreement; (e) the amount of any Financial Covenant Equity Cure pursuant to this Section 11.7 shall not be greater than the amount required to cause Credit Parties to be in compliance with 146 the Financial Covenants then in effect as set forth in Section 10.1(a) and/or Section 10.1(b); (f) all Financial Covenant Equity Cures pursuant to this Section 11.7 shall be included solely for the purposes of determining compliance with the Financial Covenants then in effect (for the period for which such Financial Covenant Equity Cure is seven made and any Testing Period which includes such period for which such Financial Covenant Equity Cure is made) as set forth in Sections 10.1(a) and (7b) Business Days after the day on which financial statements are and shall not be included for any other purpose, including but not limited to determining basket levels, pricing, Liquidity or Average Liquidity and other items governed by reference to Consolidated EBITDA or Liquidity, as applicable; and (g) no proceeds of any Financial Covenant Equity Cure shall be required to be delivered used to pay down the Revolving Loans (but such proceeds shall not be used for that Fiscal Quarter willany purpose prohibited by this Agreement). Until the Financial Covenant Cure Deadline, at the request neither Administrative Agent nor any Lender shall exercise any remedies, or take any actions, against any Credit Party or any of Holdings by delivery its Subsidiaries or their respective assets or property as a result of any Event of Default arising solely due to the Administrative Agent breach of a notice that it intends the Financial Covenants then in effect as set forth in Section 10.1(a) and (b) (or any failure to exercise the cure rights under this Section 8.04 and referencing that it is a give timely notice of intent such Event of Default. Upon the satisfaction of Sections 11.7(a)-(f) above, (x) the Financial Covenants then in effect as set forth in Sections 10.1(a) and (b) shall be recalculated giving effect to cure under this Section 8.04 the proceeds of the Financial Covenant Equity Cure and, if after giving effect to the foregoing recalculations, Borrowers shall then be in compliance with the requirements of Sections 10.1(a) and (a “Notice of Intent to Cure”b), as applicable, Borrowers shall be deemed to have satisfied the requirements of Sections 10.1(a) and (b), as applicable, with the same effect as though there had been no failure to comply therewith, and the Financial Covenant Default that occurred shall be deemed not to have occurred for purposes of this Agreement and the other Loan Documents and (y) the amount of the Financial Covenant Equity Cure shall be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenants Financial Covenants then in effect as set forth in Section 7.11 Sections 10.1(a) and (b) at the end of such Fiscal Quarter the applicable Testing Period and any subsequent period periods that includes include such Fiscal Quarter (any such equity contributionQuarter. Following a Financial Covenant Default, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation none of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 IndebtednessLC Issuer, such 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 day 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 nor any Lender shall exercise the right be required to accelerate the Loans or terminate the Commitments and none fund any requested Loan, issue any Letter of the Administrative AgentCredit, or otherwise make any other Lender extension of credit or Secured Party shall exercise financial accommodation to or for the benefit or account of any right Borrower hereunder until the date that the applicable Financial Covenant Default has been cured pursuant 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsSection 11.7.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.019.1, for purposes in the event of determining whether an any Event of Default has occurred under any financial the covenant set forth in Section 7.115.1, any equity contribution (in the form of Qualified Capital Stock common equity or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings after the last day of any Fiscal Quarter and Borrower on or prior to the day that is seven (7) Business Days 10 days after the day on which financial statements are required to be delivered for that Fiscal Quarter the fiscal quarter in which such covenant is being measured will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the such financial covenants set forth in Section 7.11 covenant at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings the Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 any Specified Equity Contribution shall will be no greater than the amount required to cause Holdings the Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Periodcovenant, (ec) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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, including calculating adjusted Consolidated EBITDA for purposes of determining basket levels, Retained Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio pricing and other items governed by reference to Consolidated EBITDA), (d) there shall be no more than four (4) Specified Equity Contributions made in the aggregate after the Closing Date, and (e) any Loans prepaid with the proceeds of a Specified Equity Contribution shall be deemed outstanding for purposes of determining compliance with the Restricted Payment financial covenant in Section 7.06(f) for the then current Fiscal Quarter and the Investment covenant in Section 7.03(o)), immediately succeeding three (f3) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 Indebtedness shall not be deemed to have been repaid for Fiscal Quarters thereafter. For purposes of calculating any financial covenant set forth in Section 7.11 or for purposes of calculating this paragraph, the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the term “Relevant Four Fiscal Quarter Period” shall mean, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, an Event the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated EBITDA will be increased as a result of Default shall be deemed to exist for all other purposes of the Loan Documentssuch Specified Equity Contribution.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.1, for purposes in the event of determining whether an any Event of Default has occurred or potential Event of Default under any financial covenant the covenants set forth in Section 7.11, any equity contribution (in 7.1 and until the form expiration of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings 10th day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery with respect to the Administrative Agent applicable fiscal quarter hereunder, Holdings may engage in a Permitted Equity Issuance to any of a notice that it intends the Permitted Investors or Management Stockholders (or any other Person so long as no Change of Control results therefrom) (and contribute the net cash proceeds thereof to exercise the cure rights under this Section 8.04 capital of the Borrower as cash common equity) and referencing that it is a notice apply the amount of intent the net cash proceeds thereof to cure under this Section 8.04 (a “Notice of Intent to Cure”), be included in the 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of increase Consolidated EBITDA with respect to such applicable fiscal quarter (and any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a subsequent period of at least two four consecutive fiscal quarters that includes such fiscal quarter); provided that such net cash proceeds (2i) consecutive Fiscal Quarters in are actually received by the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, Borrower (bthrough a capital contribution of such net cash proceeds by Holdings to the Borrower) no more later 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 ten days after the day date on which financial statements are required to be delivered for that Fiscal Quarter with respect to which such Notice of Intent fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to Cure relates, none of the Administrative Agent or any Lender shall exercise the right cure (by addition 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 Consolidated EBITDA) such Event of Default having occurred and being continuing under Section 7.11, but 7.1 for such period. The parties hereby acknowledge that this Section 8.2(a) may not be relied on for the purposes of calculating any financial ratios other than as applicable to Section 7.1 and shall not be restricted from doing result in any adjustment to any amounts other than the amount of the foregoing with respect Consolidated EBITDA referred to in the immediately preceding sentence. In furtherance of the foregoing, in the event that the Borrower represented and warranted that the conditions specified in Sections 5.2(a) and 5.2(b) were true and correct at any other Event point on or after the last day of Default a quarter but prior to giving effect to a Permitted Equity Issuance, and each other such representation was not true and correct solely because of a breach of a financial covenant that was cured as a result of a Permitted Equity Issuance, such breach of such representation shall not constitute a Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsDefault.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Agreement (including Article 9), in the event that any Group Memberthe U.S. Borrower fails or, in the absence of this Section 8.015.2, for purposes would fail to comply with the requirements of determining whether an Event Section 5.1 on the last day of Default has occurred under any financial covenant set forth in Section 7.11Test Period, any cash equity contribution made to the U.S. Borrower (in the form of Qualified Capital Stock (or in respect of) (x) common equity or (y) preferred equity (other equity having terms reasonably acceptable to the Administrative Agentthan Disqualified Stock)) made to Holdings after the beginning of athe last day of any Fiscal Quarter of such Test Period and on or prior to the day that is seven ten (710) Business Days after the day daydate on which Financial Statementsconsolidated financial statements of the U.S. Borrower for such Fiscal Quarter (or for the Fiscal Year ending with such Fiscal Quarter) are required to be delivered for that such Fiscal Quarter under Section 6.1, will, at the request of Holdings by delivery to the Administrative 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”)U.S. Borrower, be included in the calculation of Consolidated LTM EBITDA for the purposes of determining compliance with the financial covenants set forth any covenant in Section 7.11 at 5.1 atas of the end endlast day of such Fiscal Quarter QuarterTest Period and any applicablethe subsequent period periods whichTest Periods that includes include such Fiscal Quarter (any such equity contributioncontribution so included in the calculation of LTM EBITDA, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such 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 any consecutive four Fiscal Quarter Periodperiod, (c) and no more than four (4) five Specified Equity Contributions may be made in the aggregate during the term of this the Term Loan Facilitythis Agreement, (db) the amount of the a Specified Equity Contribution shall not be no greater than the amount required to cause Holdings the U.S. Borrower to be in compliance with the financial covenants set forth covenant in Section 7.11 for 5.1 as of the Relevant Four endlast day of such Fiscal Quarter QuarterTest Period, (ec) except the Specified Equity Contributions shall be counted solely for calculations the purposes of compliance with Section 5.1 and shall not be included for the purposes of determining the availability or amount of any covenant baskets or carve-outs or for determining the Applicable Margin, the Revolving Commitment Fee Rate or the proportion of Excess Cash Flow for required to prepay the purposes of Section 2.05(b)(iTerm Loans and (d) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 shall not, withas of the last day of the Test Period in respect to repay Indebtednessthe Fiscal Quarter whenof which it was made, such reduce 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, covenants in each case for the Relevant Four Fiscal Quarter Section 5.1 (it being understood that this clause (d) shall not apply with respect to any subsequent Test Period, and (h) upon even if such subsequent Test Period includes the applicable Fiscal Quarter). Upon the Administrative Agent’s receipt of a written notice from the U.S. Borrower that the U.S. Borrower intends to exercise its rights under this Section 5.2 (a “Notice of Intent to Cure, ”) until the fifteenth 10th Business Day after the day date on which consolidated financial statements are required to be delivered of the U.S. Borrower for that the Fiscal Quarter (or for the Fiscal Year ending with such Fiscal Quarter) to which such Notice of Intent to Cure relatesrelates are required to be delivered pursuant to Section 6.1, none of neither the Administrative Agent or (nor any sub-agent therefor) nor any Lender shall exercise the any right to accelerate the Loans or terminate the Commitments Commitments, and none of the Administrative AgentAgent (nor any sub-agent therefor), any Lender, any L/C Issuer or any other Lender or Secured Party shall exercise any right to foreclose on or take possession of any Collateral or any other right or remedy under the Collateral Loan Documents solely on the basis of an Event of Default having occurred and being continuing under Section 7.115.1). Notwithstanding the foregoing, but shall not be restricted from doing any upon the occurrence and during the continuance of the foregoing with respect to any other an Event of Default arising under Section 5.1, no Loan and no Issuance in respect of a Letter of Credit shall be required to be made, in each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected case, until receipt by the exercise of the cure of rights hereunder; provided, that until timely receipt U.S. Borrower of the Specified Equity Contribution, an Contribution or waiver of the applicable Event of Default shall be deemed pursuant to exist for all other purposes of the Loan Documents.terms hereof. 123 [[5286738]]

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.0111, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.1110.3.1 or 10.3.2, any equity contribution and until the expiration of the tenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent10th) made to Holdings Business Day after the last day earlier of any Fiscal Quarter and on (x) the date of delivery by the Borrowers of the financial statements required by Section 10.1.2(a) or prior to (b) or (y) the day that is seven (7) Business Days after the day on date by which such financial statements are required to be delivered for that have been delivered, Holdings may, pursuant to written notice to Lender prior to the receipt of such proceeds by Holdings, issue equity interests to one or more of the Equity Investors or receive a cash capital contribution from one or more of the Equity Investors, and Borrowers may apply the amount of the Net Proceeds therefrom to increase EBITDA with respect to such applicable Fiscal Quarter will, at the request of Holdings by delivery to the Administrative 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 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 financial covenant tests including such Fiscal Quarter (any such equity contribution, a the “Specified Equity ContributionCure Contributions”); provided that (ai) Holdings shall not be permitted 100% of the Net Proceeds of such Equity Cure Contribution are applied to so request that a Specified Equity Contribution be included prepay outstanding principal under the Term Loan in the calculation inverse order of Consolidated EBITDA with respect to any maturity, (ii) in each four Fiscal Quarter unlessperiod, after giving effect to such 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 Equity Cure Contributions shall be made, (2iii) Specified not more than two Equity Cure 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, and (div) the amount of the Specified any Equity Contribution Cure Contributions in any Fiscal Quarter shall be no greater than the amount required to cause Holdings and its Subsidiaries to be in compliance with the applicable financial covenants set forth as at the end of such Fiscal Quarter. The parties hereby acknowledge that this Section 10.3.3 may not be relied on for any purposes and all Equity Cure Contributions shall be disregarded for all purposes, including, without limitation for purposes of determining (x) any baskets with respect to the covenants contained in Section 7.11 the Loan Documents and (y) compliance with any performance goals used as the basis for adjustments to interest rate margins, other than to demonstrate retroactive compliance with Sections 10.3.1 and 10.3.2, solely for the Relevant Four Fiscal Quarter Period, (e) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in which case, Specified Equity Contributions will be included immediately preceding such contribution and in the calculation of Excess Cash Flow EBITDA for the any subsequent financial covenant tests including such Fiscal Year during which the Fiscal Quarter giving rise to the respective Specified Equity Contribution occurred)Quarter, 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 whether an Event of Default exists pursuant to Section 10.3.1 or 10.3.2 and shall not result in any adjustment to any amounts other items governed by reference to Consolidated EBITDA, and for purposes than the amount of the Restricted Payment covenant EBITDA referred to in Section 7.06(f) and the Investment covenant in Section 7.03(o))immediately preceding sentence. If, (f) the proceeds of all Specified Equity Contributions will be contributed after giving effect to the Borrower as proceeds Equity Cure Contributions, Holdings and its Subsidiaries shall then be in compliance with the terms of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative AgentSections 10.3.1 and 10.3.2, (g) if the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness Holdings and its Subsidiaries shall not be deemed to have been repaid for purposes satisfied the requirements of calculating any financial covenant set forth in Section 7.11 or for purposes Sections 10.3.1 and 10.3.2 on the relevant date of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter Perioddetermination, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an applicable Event of Default shall automatically be deemed to exist have not occurred. Notwithstanding anything to the contrary contained herein, any Obligations prepaid with the proceeds of Equity Cure Contributions shall be deemed outstanding for all other purposes of determining compliance with the Loan Documentsfinancial covenants contained in Sections 10.3.1 and 10.3.2 for the applicable Fiscal Quarter and the next three Fiscal Quarters thereafter.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, for purposes of determining whether an Event of Default has occurred under any the financial covenant covenants set forth in Section 7.116.07(a) and (b), any equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agentcommon equity) made to Holdings Borrower after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days 10 days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery Borrower and to the Administrative 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”)extent so requested, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenants set forth in Section 7.11 Sections 6.07(a) and (b) at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contributioncontribution to the extent so requested by Borrower to be included in Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (a) Holdings 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 any Fiscal Quarter unless, after giving effect to such 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) four Specified Equity Contributions may will be made in the Relevant Four Fiscal Quarter Periodaggregate, (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 any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause Holdings Borrower to be in compliance with the relevant financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Periodcovenants, (ed) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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 and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including, without limitation, including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels, Retained Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio levels and other items governed by reference to Consolidated Adjusted EBITDA, and for purposes of the Restricted Payment Junior Payments covenant in Section 7.06(f6.04) and the Investment covenant in Section 7.03(o)), (fe) the proceeds of all Specified Equity Contributions will be contributed applied to prepay the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to Loans. To the Administrative Agent, (g) if extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any the financial covenant covenants set forth in Section 7.11 or for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case 6.07 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that term “Relevant Four Fiscal Quarter to which such Notice of Intent to Cure relatesPeriod” shall mean, 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the requested Specified Equity Contribution, an Event the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of Default shall be deemed to exist for all other purposes of the Loan Documentssuch Specified Equity Contribution.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, for purposes of determining whether an Event of Default has occurred under any financial covenant in the event that the First Lien Net Leverage Ratio is less than the amount set forth in Section 7.118.01 on the last day of any applicable Test Period, any equity contribution (in the form of Qualified Capital Stock common equity or other equity having terms reasonably acceptable to the Administrative Agentthat is not Disqualified Equity) made to Holdings the Borrower after the last day of any Fiscal Quarter such Test Period and on or prior to the day that is seven ten (710) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter such Test Period (such date, the “Cure Expiration Date”) will, at the request of Holdings by delivery to the Administrative 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”)Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenants covenant set forth in Section 7.11 8.01 at the end of such Fiscal Quarter Test Period and any subsequent period that includes a fiscal quarter in such Fiscal Quarter Test Period (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings no Lender shall be required to 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, (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 any Fiscal Quarter fiscal quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two (2) consecutive Fiscal Quarters 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 five (45) Specified Equity Contributions may will be made in the aggregate during the term of this Agreementaggregate, (d) the amount of the any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause Holdings the Borrower to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period8.01, (e) except for calculations all proceeds of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in 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, including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels, Retained Excess Cash Flow Amount, pricing (including the Applicable Fee Rate, Rate and the Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio Commitment Fee) and other items governed by reference to Consolidated Adjusted EBITDA, and for purposes of the Restricted Payment Payments covenant in Section 7.06(f) 7.06 and the Investment covenant in Section 7.03(o)other negative covenants), (f) the proceeds of all each Specified Equity Contributions will be Contribution shall have been contributed from Holdings to the Borrower as proceeds equity solely in exchange for Qualified Equity Interests of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, Borrower and (g) if there shall be no reduction in Indebtedness (whether on a pro forma basis or otherwise) with the proceeds of the any Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any determining compliance with the 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 day on which financial statements are required to be delivered fiscal quarter 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 any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan DocumentsContribution was made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, for purposes in the event of determining whether an any Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution the Financial Covenant and until the expiration of the tenth (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent10th) made to Holdings day after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery with respect to the Administrative Agent applicable fiscal quarter hereunder, Holdings may engage in an issuance of Qualified Equity Interests to any of the Equity Investors (or receive a notice that it intends contribution in respect thereof) and designate the amount of the Net Cash Proceeds thereof (the “Cure Amount”) 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 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 “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of increase Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to such 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, (bBorrower) no more later than two ten (210) 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 Flow for the purposes of Section 2.05(b)(i) only (in 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) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower 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 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 days after the day date on which financial statements are required to be delivered for that Fiscal Quarter with respect to which such Notice of Intent fiscal quarter hereunder (the “Cure Expiration Date”) and (ii) do not exceed the aggregate amount necessary 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 cure such Event of Default having occurred and being continuing under the Financial Covenant for any applicable period. The parties hereby acknowledge that this Section 7.11, but shall 8.05(a) may not be restricted from doing relied on for purposes of calculating any of financial ratios other than as applicable to the foregoing with respect to any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist Financial Covenant (and shall not be affected by included for purposes of determining pricing, mandatory prepayments and the exercise availability or amount permitted pursuant to Section 2.16 or any covenant under Article VII other than the Financial Covenant) and shall not result in any adjustment to any amounts (including the amount of Indebtedness (directly or indirectly)) other than the amount of the cure Consolidated EBITDA referred to in the immediately preceding sentence for any fiscal quarter in which such an amount is included in the calculation of rights hereunder; providedConsolidated EBITDA. 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. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, that until timely (A) upon receipt of the Specified Equity ContributionCure Amount by the Borrower, an 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 exist have occurred for all other 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.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections ‎8.01 or ‎8.02, for purposes of determining whether if the BorrowerHoldings determines that an Event of Default has occurred under any financial the covenant set forth in Section 7.11‎Section 7.11 has occurred or may occur, any equity contribution (in during the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings period commencing after the beginning of the last day of any Fiscal Quarter fiscal quarter included in such Test Period and on or prior to the day that is seven ending ten (710) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter willhereunder with respect to such fiscal quarter, at (the request of Investors may make“Cure Expiration Date”), a Specified Equity Contribution may be made to Holdings by delivery to the Administrative 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 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 “Specified Designated Equity Contribution”); provided that (a) Holdings , and the amount of the net cash proceeds thereof shall not be permitted deemed to so request that a Specified Equity Contribution be included in the calculation of increase Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect such applicable quarter; provided that such net cash proceeds (i) are actually received by the BorrowerHoldings as cash common equity (including through capital contribution of such net cash proceeds to such requested Specified Equity Contribution, there will be a period of at least two (2the BorrowerHoldings) 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) period commencing after the amount beginning 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 Flow for the purposes of Section 2.05(b)(i) only (in which case, Specified Equity Contributions will be last fiscal quarter 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 such Test Period by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, and ending ten (g10) if the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such 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 Days after the day date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderHoldings and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this ‎Section 8.05(a) may not be relied on for that Fiscal Quarter purposes of calculating any financial ratios other than as applicable to which such Notice of Intent ‎Section 7.11 and shall not result in any adjustment to Cure relates, none any baskets or other amounts other than the amount of the Administrative Agent or any Lender shall exercise Consolidated EBITDA for the right purpose of ‎Section 7.11. Notwithstanding anything to accelerate the Loans or terminate the Commitments contrary contained in Section 8.01 and none Section 8.02, (A) upon designation of the Administrative Agent, or Designated Equity Contribution by Holdings in an amount necessary to cure 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 the covenant set forth in ‎Section 7.11, but shall not such covenant will be restricted from doing any deemed satisfied and complied with as of the foregoing end of the relevant fiscal quarter with respect the same effect as though there had been no failure to comply with such covenant and any other Event of Default under such covenant (and each any other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall as a result thereof) will be deemed not to exist have occurred for all other purposes of the Loan Documents., and (B) from and after the date that Holdings delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.05 (a “