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

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.1, in the event of any Event of Default under any the covenant set forth in Section 7.11 7.1 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower Parent may engage in a any Permitted Equity Issuance to any of the Equity Permitted Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds applied to the cure right in this Section 8.2 (i) are actually received by the Borrower during such fiscal period or after and contributed to the last day common equity of the fiscal period covered Borrower (including through capital contribution of such Net Cash Proceeds directly or indirectly by such financial statements but the Parent to the Borrower) no later than fifteen (15) ten days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) do not increase the Applicable Amount or any other item specified in this Agreement as being increased by the amount of any contributed equity, (iii) are Not Otherwise Applied not deducted from Consolidated Senior Secured Debt in the determination of the Consolidated Net Senior Secured Leverage Ratio and (iiiiv) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 7.1 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) 8.2 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.1 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in the event that the Borrower fails to comply with the requirements of the Financial Covenant and at any Event of Default under any covenant set forth time during the last fiscal quarter in Section 7.11 a Test Period and until the expiration of the tenth (10th) day Business Day after the date on which financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered with respect pursuant to Section 6.01 (the applicable fiscal quarter hereunder“Cure Period”), if the Borrower receives a Specified Equity Contribution during such Cure Period, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) net cash proceeds of such Specified Equity Contribution to increase Consolidated EBITDA with respect to such applicable quarterthe last fiscal quarter of the relevant Test Period; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash equity other than Disqualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderCure Period, and (ii) are Not Otherwise Applied and were not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (iiior may have been) do not exceed contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterAvailable Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not be relied on or used for purposes of calculating any financial ratios other than as applicable determining permitted amounts with respect to Section 7.11 covenants in this Agreement and shall not result in any pricing, and that such pro forma adjustment to any amounts other than the amount of the Consolidated EBITDA referred shall be given solely for the purpose of determining the existence of a Default under the Financial Covenant with respect to in any Test Period that includes the immediately preceding sentencefiscal quarter for which such Specified Equity Contribution was received, and not for any other purpose under any Loan Document.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in but subject to Sections 8.04(b) and (c), for the event purpose of any determining whether a Financial Covenant Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhas occurred, the Borrower may engage in apply the Net Cash Proceeds of a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such for and after the final day of the applicable fiscal quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during such the applicable fiscal period quarter or after on or prior to the last day of the fiscal period covered by such financial statements but no later than fifteen tenth (1510th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied (including, without limitation, used to increase the Cumulative Amount) and (iii) do not exceed the maximum aggregate amount necessary to cure such any Event of Default under Section 7.11 for any applicable period7.10 as of such date. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.10 and shall not result in any adjustment to any amounts (including the amount of Indebtedness) other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. There shall be no reduction in Indebtedness or Consolidated Total Debt with the proceeds of a Permitted Equity Issuance for determining compliance with Section 7.10 as of the end of such fiscal quarter. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon receipt of the Cure Amount by the Borrower, the covenant under Section 7.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the covenant under such Section 7.10 and any Financial Covenant Event of Default shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, neither the Administrative Agent nor any Lender shall exercise any rights or remedies under Section 8.02 (or under any other Loan Document available during the continuance of any Default or Event of Default) on the basis of any actual or purported Financial Covenant Event of Default until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any resulting from a violation of the covenant set forth in Section 7.11 7.14 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower Holdings and any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during through capital contribution of such fiscal period Net Cash Proceeds by Holdings or any direct or indirect parent thereof (or, after a Qualifying IPO, any Intermediate Holding Company) to the last day of the fiscal period covered by such financial statements but Borrower no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under from a violation of the covenant set forth in Section 7.11 7.14, for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.14 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.1, in but subject to Section 8.2(b), if the event of any Borrower determines that an Event of Default under any covenant the covenants set forth in Section 7.11 and until 7.1 has occurred or may occur, during the expiration period commencing after the first day of the tenth last fiscal quarter included in such Reference Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunder(the “Cure Expiration Date”), the Borrower a Specified Equity Contribution may engage in be made to Holdings (each, a Permitted “Designated Equity Issuance to any of the Equity Investors Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) net cash proceeds are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) or other equity on terms and conditions reasonably satisfactory to the Administrative Agent during such fiscal the period or commencing after the last first day of the last fiscal period covered by quarter included in such financial statements but no later than fifteen Reference Period of the Borrower and ending ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) 8.2 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.1 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurpose of Section 7.1.

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

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any covenant set forth in Section 7.11 and until the expiration Financial Covenant has occurred or may occur, during the period commencing after the beginning of the tenth last fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderquarter, the Borrower may engage in if Holdings receives a Permitted Specified Equity Issuance to any of the Contribution during such period (a “Designated Equity Investors and apply Contribution”), the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds Designated Equity Contribution (i) are is actually received contributed to Holdings as a common equity (or such other form as is reasonably acceptable to the Administrative Agent) during the period commencing after the beginning of the last fiscal quarter included in such Test Period by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen and ending ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied not exceed the amount required to cause the Borrower to be in compliance with such Financial Covenant and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarteris Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 the Financial Covenant and shall not result in any adjustment to the Applicable Rate, the availability of any baskets, the calculation of the Available Amount Basket or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurpose of the Financial Covenant.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 the Financial Covenant and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted sell or issue Qualified Equity Issuance to any Interests of the Equity Investors Borrower and apply the amount of the Net Cash Proceeds thereof net cash proceeds (the “Cure Amount”) thereof to increase Consolidated EBITDA with respect to such applicable quarter (which amount shall be included as Consolidated EBITDA in such quarter for any Test Period including such quarter); provided that such Net Cash Proceeds (i) such net cash proceeds are actually received by the Borrower during such fiscal period or after the last day of following the fiscal period covered by quarter with respect to which such financial statements but Event of Default exists and no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do the amount of such proceeds deemed to be the Cure Amount does not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any the applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencesentence and, as applicable, Consolidated Funded Indebtedness in accordance with Section 8.05(b) below.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.017.01, in the event of any Event of Default under any the covenant set forth in Section 7.11 6.09 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower Parent may engage in a any Permitted Equity Issuance to any of the Equity Permitted Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds applied to the cure right in this Section 7.02 (i) are actually received by the Borrower during such fiscal period or after and contributed to the last day common equity of the fiscal period covered Borrower (including through capital contribution of such Net Cash Proceeds directly or indirectly by such financial statements but the Parent to the Borrower) no later than fifteen (15) ten days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) do not increase the Available Amount or any other item specified in this Agreement as being increased by the amount of any contributed equity, (iii) are Not Otherwise Applied not deducted from Consolidated Senior Secured Debt in the determination of the Consolidated Net Senior Secured Leverage Ratio and (iiiiv) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 6.09 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) 7.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 6.09 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. The cure right set forth in this Section 7.02 shall not be exercised more than five times during the term of this Agreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in if the event of any U.S. Borrower determines that an Event of Default under any the covenant set forth in Section 7.11 and until has occurred or may occur, during the expiration period commencing after the beginning of the tenth preceding fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the later of (i) the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderand (ii) the occurrence of an Event of Default under the covenant set forth in Section 7.11, the Borrower Investors may engage in make a Permitted Specified Equity Issuance to any of the Equity Investors Contribution, and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter in an amount that, if added to the Consolidated EBITDA for the relevant quarter, would have been sufficient to cause compliance with the covenant under Section 7.11 (the “Equity Cure”); provided that such Net Cash Proceeds net cash proceeds (i) are actually received by a Borrower as cash common equity (including through capital contribution of such net cash proceeds to a Borrower) during the Borrower during such fiscal period or commencing after the last day beginning of the preceding fiscal period covered by quarter included in such financial statements but no Test Period and ending ten (10) Business Days after the later than fifteen of (15i) days after the date on which financial statements are required to be delivered hereunder with respect to such fiscal quarter hereunder, and (ii) the occurrence of an Event of Default under the covenant set forth in Section 7.11 and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurpose of Section 7.11.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event Borrower fails to comply with any Financial Performance Covenant with respect to a period of four consecutive fiscal quarters, then Borrower may elect to include the net cash proceeds of any Event of Default under any covenant set forth in Section 7.11 and until Equity Contribution made prior to the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable last fiscal quarter hereunder, the Borrower may engage of such four fiscal quarter period in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarterquarter (which Equity Contribution shall increase Consolidated EBITDA by the amount of such net cash proceeds); provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower during (including through a capital contribution of such fiscal period or after the last day of the fiscal period covered by such financial statements but net cash proceeds) no later than fifteen (15) 15 days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary for purposes of complying (by addition to cure Consolidated EBITDA) with such Event of Default under Section 7.11 Financial Performance Covenant for any applicable such period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge and agree that notwithstanding anything to the contrary contained elsewhere in this Agreement, this Section 8.05(a8.04(a) (and any Equity Contribution or the proceeds thereof) may not be relied on for purposes of calculating any financial ratios (other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount Financial Performance Covenants for purposes of the increasing Consolidated EBITDA referred to in the immediately preceding sentenceas provided herein) or any available basket or thresholds under this Agreement.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any covenant set forth in Section 7.11 and until the expiration Financial Performance Covenant has occurred or may occur, during the period commencing after the beginning of the tenth last fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunder(such period, the Borrower may engage in a Permitted Equity Issuance to any “Designated Contribution Period” and such last day of the Designated Contribution Period, the “Cure Expiration Date”), the Permitted Holders may make a Specified Equity Investors Contribution to the Parent (a “Designated Equity Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (shall, at the “Cure Amount”) request of the Borrower, be deemed to increase Consolidated EBITDA with respect to such applicable quarterfiscal quarter for the purpose of determining compliance with the Financial Performance Covenant at the end of such fiscal quarter and applicable subsequent periods; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower Parent as cash common equity during such fiscal the period or commencing after the last day beginning of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such last fiscal quarter hereunder, included in such Test Period and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurposes of Section 7.09.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant resulting from a violation of the covenants set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors Permitted Holders and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during through capital contribution of such fiscal period or after Net Cash Proceeds by the last day of Borrower to the fiscal period covered by such financial statements but Borrower no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under from a violation of the covenants set forth in Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. In each period of four fiscal quarters, there shall be at least one fiscal quarter in which no cure set forth in Section 8.05(a) is made.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event Borrower fails to comply with any Financial Performance Covenant with respect to a period of four consecutive fiscal quarters, then Borrower may elect to include the Net Cash Proceeds of any Event of Default under any covenant set forth in Section 7.11 and until Equity Contribution made prior to the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable last fiscal quarter hereunder, the Borrower may engage of such four fiscal quarter period in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarterquarter (which Equity Contribution shall increase Consolidated EBITDA by the amount of such Net Cash Proceeds); provided that such Net Cash Proceeds (i) are actually received by the Borrower during (including through a capital contribution of such fiscal period or after the last day of the fiscal period covered by such financial statements but Net Cash Proceeds) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary for purposes of complying (by addition to cure Consolidated EBITDA) with such Event of Default under Section 7.11 Financial Performance Covenant for any applicable such period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge and agree that notwithstanding anything to the contrary contained elsewhere in this Agreement, this Section 8.05(a8.04(a) (and any Equity Contribution or the proceeds thereof) may not be relied on for purposes of calculating any financial ratios (other than as applicable to Section 7.11 the Financial Performance Covenants for purposes of increasing Consolidated EBITDA as provided herein) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentenceincrease Excess Cash Flow.

Borrower’s Right to Cure. (a) Section 8.04 Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in if the event of any U.S.(a) Borrower determines that an Event of Default under any the covenant set forth in Section 7.11 and until has occurred or may occur, during the expiration period commencing after the beginning of the tenth preceding fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the later of (i) the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderand (ii) the occurrence of an Event of Default under the covenant set forth in Section 7.11, the Borrower Investors may engage in make a Permitted Specified Equity Issuance to any of the Equity Investors Contribution, and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter in an amount that, if added to the Consolidated EBITDA for the relevant quarter, would have been sufficient to cause compliance with the covenant under Section 7.11 (the “Equity Cure”); provided that such Net Cash Proceeds net cash proceeds (i) are actually received by a Borrower as cash common equity (including through capital contribution of such net cash proceeds to a Borrower) during the Borrower during such fiscal period or commencing after the last day beginning of the preceding fiscal period covered by quarter included in such financial statements but no Test Period and ending ten (10) Business Days after the later than fifteen of (15i) days after the date on which financial statements are required to be delivered hereunder with respect to such fiscal quarter hereunder, and (ii) the occurrence of an Event of Default under the covenant set forth in Section 7.11 and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any -191- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to for the purpose of Section 7.11. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in(b) which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the immediately preceding sentence.aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrowers to be in Pro Forma Compliance with Section 7.11 for any applicable period, (iv) no Borrowings shall be permitted hereunder until such Equity Cure shall have been actually received by a Borrower and (v) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Specified Equity Contribution was made; provided that to the extent such proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent fiscal quarter. ARTICLE IX

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event Borrower fails to comply with any Financial Performance Covenant with respect to a period of four consecutive fiscal quarters, then Borrower may elect to include the Net Cash Proceeds of any Event of Default under any covenant set forth in Section 7.11 and until Equity Contribution made prior to the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable last fiscal quarter hereunder, the Borrower may engage of such four fiscal quarter period in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarterquarter (which Equity Contribution shall increase Consolidated EBITDA by the amount of such Net Cash Proceeds); provided that such Net Cash Proceeds (i) are actually received by the Borrower during (including through a capital contribution of such fiscal period or after the last day of the fiscal period covered by such financial statements but Net Cash Proceeds) no later than fifteen (15) 15 days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary for purposes of complying (by addition to cure Consolidated EBITDA) with such Event of Default under Section 7.11 Financial Performance Covenant for any applicable such period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge and agree that notwithstanding anything to the contrary contained elsewhere in this Agreement, this Section 8.05(a8.04(a) (and any Equity Contribution or the proceeds thereof) may not be relied on for purposes of calculating any financial ratios (other than as applicable to Section 7.11 the Financial Performance Covenants for purposes of increasing Consolidated EBITDA as provided herein) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentenceincrease Excess Cash Flow.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 7.09 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings (or the Borrower after a Qualifying IPO of the Borrower) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided PROVIDED that such Net Cash Proceeds (i) are actually received by the Borrower during (including through capital contribution of such fiscal period or after Net Cash Proceeds by Holdings to the last day of the fiscal period covered by such financial statements but Borrower) no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 7.09 for any applicable period. The Cure Amount used to calculate ; PROVIDED, HOWEVER, that such increase in Consolidated EBITDA for one fiscal quarter shall be used disregarded for purposes of Section 7.06(i) in determining the Borrower's and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterthe Restricted Subsidiaries' Pro Forma Compliance with the covenants set forth in Section 7.09. The parties hereby acknowledge that this Section 8.05(a8.04(a) may shall not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.09 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01Sections 8.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any the covenant set forth in Section 7.11 and until has occurred or may occur, during the expiration period commencing after the beginning of the tenth preceding fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunderquarter, the Borrower Investors may engage make, directly or indirectly, cash contributions to the common equity of Holdings and/or any purchase or investment in a Permitted the Equity Issuance to any Interests (other than, without the consent of the Administrative Agent, Disqualified Equity Investors Interests or other Equity Interests (other than common Equity Interests)) of Holdings (a “Designated Equity Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during such fiscal the period or commencing after the last day beginning of the last fiscal period covered quarter included in such Test Period by such financial statements but no later than fifteen the Borrower and ending ten (1510) days Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentencepurpose of Section 7.11.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any the covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Borrower may engage in a Permitted sell or issue Qualified Equity Issuance to any Interests of the Equity Investors Borrower and apply the amount of the Net Cash Proceeds net cash proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter (and included as Consolidated EBITDA in such quarter for any Test Period including such quarter); provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower during such fiscal period or after the last day of the fiscal period covered by such financial statements but no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, hereunder and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any resulting from a violation of the covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings or an Intermediate Holding Company (or, following a Qualifying IPO, the Borrower Borrower) may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof (the “Cure Amount”) to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower during through capital contribution of such fiscal period Net Cash Proceeds by Holdings or after an Intermediate Holding Company to the last day of the fiscal period covered by such financial statements but Borrower no later than fifteen ten (1510) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under from a violation of the covenant set forth in Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 (and, for the avoidance of doubt, not the financial ratios set forth in the definition of the term “Applicable Rate”) and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.018.01 or 8.02, in if the event of any Borrower determines that an Event of Default under any covenant set forth in Section 7.11 and until the expiration Financial Performance Covenant has occurred or may occur, during the period commencing after the beginning of the tenth last fiscal quarter included in such Test Period and ending ten (10th10) day Business Days after the date on which financial statements are required to be delivered hereunder with respect to the applicable such fiscal quarter hereunder(such period, the Borrower may engage in a Permitted Equity Issuance to any “Designated Contribution Period” and such last day of the Designated Contribution Period, the “Cure Expiration Date”), the Permitted Holders may make a Specified Equity Investors Contribution to the Parent (a “Designated Equity Contribution”), and apply the amount of the Net Cash Proceeds net cash proceeds thereof (shall, at the “Cure Amount”) request of the Borrower, be deemed to increase Consolidated EBITDA with respect to such applicable quarterfiscal quarter for the purpose of determining compliance with the Financial Performance Covenant at the end of such fiscal quarter and applicable subsequent periods; provided that such Net Cash Proceeds net cash proceeds (i) are actually received by the Borrower Parent as cash common equity during such fiscal the period or commencing after the last day beginning of the fiscal period covered by such financial statements but no later than fifteen (15) days after the date on which financial statements are required to be delivered with respect to such last fiscal quarter hereunder, included in such Test Period and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterApplied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentence.purposes of Section 7.09. 179

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in 8.01 or Section 8.02: (a) For the event purpose of any determining whether an Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderhas occurred, the Borrower may engage in a Permitted Equity Issuance to on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Investors and apply Interests of Holdings or any cash contribu tion to the amount common capital of the Net Cash Proceeds thereof Borrower (the “Cure Amount”) as an increase to increase Consolidated EBITDA with respect to such for the applicable fiscal quarter; provided that such Net Cash Proceeds amounts to be designated (i) are actually ac tually received by the Borrower during such fiscal period or after the last first day of such applicable fiscal quarter and on or prior to the fiscal period covered by such financial statements but no later than fifteen tenth (1510th) days Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder(the “Cure Expiration Date”), (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such any Event of Default under Section 7.11 as of such date and (iii) Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being un derstood that to the extent such notice is provided in advance of delivery of a Compliance Certifi cate for any the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under Section 7.11 is less than the full amount of such originally desig nated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.-134-