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

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event of any Default or Event of Default under the covenant set forth in Section 10.07, until the expiration of the tenth Business Day after the date on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”), the Borrower shall have the right (the “Cure Right”) to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Cure Quarter hereunder, (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Section 10.07.

Borrower’s Right to Cure. (o) Notwithstanding anything to the contrary contained in this Section 1112.1, in if the event of any Default or Borrower determines that an Event of Default under the covenant covenants set forth in Section 10.0711.15(a) and (b) has occurred or may occur, until during the expiration period commencing after the beginning of the tenth last fiscal quarter included in the relevant Test Period and ending ten (10) Business Day Days after the date on which the financial statements are required to be delivered pursuant hereunder with respect to such fiscal quarter, the Sponsor may make a Specified Equity Contribution to the Borrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof shall, at the request of the Borrower, be deemed to increase the amount of “Borrower Available Cash” with respect to such applicable quarter for the purpose of determining compliance with the covenant set forth in Section 9.01(a11.15(a) or (b), as applicable, with respect to determined at the applicable Fiscal Quarter hereunder (any end of such date the “Cure Termination Date”), the Borrower shall have the right (the “Cure Right”) to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests Test Period and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds (i) are actually received by the Borrower no later than 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 and ending ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Cure Quarter hereunder, fiscal quarter hereunder and (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07are Not Otherwise Applied; provided further that in no Lender event shall the Lenders have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during Loan until such periodDesignated Equity Contribution is made. The parties hereby acknowledge that this Section 11.10 12.2 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period 11.15(a) and (b) and shall not result in any adjustment to Consolidated Adjusted EBITDA any baskets or other amounts other than the amount calculated in the definition of “Borrower Available Cash” for purposes the purpose of compliance with Section 10.0711.15(a) and (b).

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01 or 8.02, in the event that the Borrower fails to comply with the requirements of the Financial Covenant and at any Default or Event of Default under time during the covenant set forth last fiscal quarter in Section 10.07, a Test Period and until the expiration of the tenth Business Day after the date on which the financial statements with respect to such Test Period in which such covenant is being measured are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”), the Borrower shall have the right 6.01 (the “Cure RightPeriod”) to apply ), if the amount of the net cash proceeds received from the issuance or sale of any Qualified Borrower receives a Specified Equity Interests and Contribution during such Cure Period, the Borrower may apply the amount of the net cash proceeds received therefrom of such Specified Equity Contribution to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as last fiscal quarter of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this AgreementPeriod; provided that (i) such net cash proceeds (i) are actually received by the Borrower no later as cash equity other than ten Disqualified Equity Interests (10including through capital contribution of such net cash proceeds to the Borrower) Business Days after during the date on which financial statements are required to be delivered with respect to such Cure Quarter hereunderPeriod, (ii) were not previously applied in determining the permissibility of a transaction under the Loan Documents where such net cash proceeds do permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose, or added to the Available Amount. The parties hereby acknowledge and agree that this Section 8.05(a) may not exceed be relied on or used for purposes of determining permitted amounts with respect to covenants in this Agreement and pricing, and that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of determining the existence of a Default under the Financial Covenant with respect to any Test Period that includes the fiscal quarter for which such Specified Equity Contribution was received, and not for any other purpose under any Loan Document, (iii) no more than five Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iv) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (v) the amount necessary of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with Section 10.07, as the case may be, Financial Covenant for the any applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (ivvi) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection of any Specified Equity Contribution for determining compliance with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, Financial Covenant and no Issuing Lender Specified Equity Contribution shall have any obligation to issue, extend the maturity of or increase reduce the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on Consolidated Net Debt for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of Financial Covenant and (vii) no Lender or L/C Issuer shall be requested or required to make any Credit Extensions during any Cure Period unless the requisite Specified Equity Contribution is made and the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Default under Section 10.078.01 that had occurred is deemed cured pursuant clause (b) below.

Borrower’s Right to Cure. (s) Notwithstanding anything to the contrary contained in this Section 118.01, in the event the Borrower fails to comply with the Financial Performance Covenant with respect to a period of four consecutive fiscal quarters, then at any Default or Event time after the end of Default under the covenant set forth in Section 10.07, last fiscal quarter (the “Cure Amount”) of such period of four consecutive fiscal quarters until the expiration of the tenth Business Day after the date on which the financial statements are required to be delivered pursuant to Section 9.01(a(10th) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”), the Borrower shall have the right (the “Cure Right”) to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than ten (10) Business Days day after the date on which financial statements are required to be delivered with respect to such Cure Quarter fiscal quarter hereunder, any Specified Holder may make a Specified Equity Contribution to Holdings, and Holdings shall immediately contribute such amount to the Borrower. The Borrower may apply the amount of the Net Cash Proceeds thereof received by the Borrower to increase Consolidated EBITDA with respect to 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 the Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) such net cash proceeds do not exceed the aggregate amount necessary for purposes of complying (by addition to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iiiConsolidated EBITDA) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during Financial Performance Covenant for such period. The parties hereby acknowledge and agree that notwithstanding anything to the contrary contained elsewhere in this Agreement, this Section 11.10 8.04(a) (and any Specified Equity Contribution or the proceeds thereof) may not be relied on for purposes of calculating any financial ratios (other than as directly applicable to compliance with Section 10.07 on the last day Financial Performance Covenant for purposes of the applicable Test Period increasing Consolidated EBITDA as provided herein) or any available basket or thresholds under this Agreement and shall not result in any adjustment to Consolidated Adjusted EBITDA any amounts or calculations other than for purposes the amount of compliance with Section 10.07the Consolidated EBITDA referred to in the immediately preceding sentence.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01 or 8.02, in if the event of any Default or Collateral Manager determines that an Event of Default under the covenant set forth in Section 10.077.09 has occurred or may occur, until during the expiration period commencing after the beginning of the tenth last Fiscal Quarter included in such Test Period and ending ten (10) Business Day Days after the date on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, hereunder with respect to such Fiscal Quarter, the applicable Fiscal Quarter hereunder Investors may make a Specified Equity Contribution to the Borrower (any such date the a “Cure Termination DateDesignated Equity Contribution”), the Borrower shall have the right (the “Cure Right”) to apply and the amount of the net cash proceeds received from thereof shall, at the issuance or sale request of any Qualified Equity Interests and the Borrower may apply Collateral Manager (on behalf of the Borrower), be deemed to increase the amount set forth in clause (a) of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA definition of “Debt Service Coverage Ratio” with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, quarter for the Borrower shall then be in purpose of determining compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements covenant set forth therein as in Section 7.09 at the end of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, quarter and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreementsubsequent periods; provided that (i) such net cash proceeds (i) are actually received by the Borrower no later than 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 ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Cure Fiscal Quarter hereunder, hereunder and (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such periodare Not Otherwise Applied. The parties hereby acknowledge that this Section 11.10 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period 7.09 and shall not result in any adjustment to Consolidated Adjusted EBITDA any baskets or other amounts other than the amount set forth in clause (a) of the definition of “Debt Service Coverage Ratio” for purposes the purpose of Section 7.09. (b) (i) In each period of four consecutive Fiscal Quarters, there shall be at least two Fiscal Quarter in which no Designated Equity Contribution is made, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Designated Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 7.09 for any applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Designated Equity Contribution for determining compliance with Section 10.077.09 for the Fiscal Quarter with respect to which such Designated Equity Contribution was made; provided that, to the extent such net cash proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent Fiscal Quarter.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 1110.1, in the event of any Default or Event of Default under the covenant set forth in Section 10.0710.1 that results from a breach of Section 9.3.1, and until the expiration of the tenth (10th) Business Day after the earlier of (x) the date on of delivery by the Borrower of the financial statements required by Exhibit E (clause (b)) or (y) the date by which the such financial statements are required to be have been delivered pursuant to Section 9.01(a) (the “Equity Cure Period”), Parent or (b)Sponsor may, as applicable, with respect pursuant to written notice to the applicable Fiscal Quarter hereunder (any Lender prior to the receipt of such date the “Cure Termination Date”)proceeds by Borrower or Parent, the as applicable, issue equity interests in Borrower shall have the right (the “Cure Right”) or Parent, as applicable, to apply the amount its then existing equity investors in return for cash or otherwise receive a cash capital contribution from one or more of the net cash proceeds received from the issuance such Persons, and Borrower or sale of any Qualified Equity Interests and the Borrower Parent, as applicable, may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, Quarter and in the calculation of EBITDA for any subsequent financial covenant tests including each subsequent Test Period the Fiscal Quarter that includes the date of such contribution (the “Equity Cure Contributions”); provided that (i) any such proceeds received by Parent are contributed by Parent to Borrower, (ii) 100% of the net proceeds of such Equity Cure Contribution are applied to prepay in full all outstanding principal under the Revolving Loan, with any excess proceeds applied pursuant to Section 9.3.2 of the Term Debt Credit Agreement, (iii) in each four Fiscal Quarter period, no more than two Equity Cure Contributions shall be made, (iv) not more than four Equity Cure Contributions may be made during the term of this Agreement, and (v) the amount of any Equity Cure Contributions in any Fiscal Quarter shall be no greater than the amount required to cause Borrower to be in compliance with the applicable financial covenants as at the end of such Fiscal Quarter (such quarter, a “Quarter. The parties hereby acknowledge that this Section 9.3.2 may not be relied on for any other purposes and all Equity Cure Quarter”) and ifContributions shall be disregarded for all other purposes. If, after giving effect to such increase in Consolidated Adjusted EBITDAthe Equity Cure Contributions, the Borrower shall then be in compliance with the requirements terms of Section 10.079.3.1, the Borrower shall be deemed to have satisfied the requirements set forth therein as of Section 9.3.1 on the relevant Test Period with the same effect as though there had been no failure to comply therewith at such datedate of determination, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Cure Quarter hereunder, (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall automatically be deemed to have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Section 10.07occurred.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 11Agreement (including this Article 8), in upon the event occurrence of any a Default or Event of Default under the covenant set forth in Section 10.07, until the expiration as a result of the tenth Business Day after the date on which the financial statements are required Borrower’s failure to be delivered pursuant to comply with Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (7.10 above for any such date the “Cure Termination Date”)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 statements for such fiscal quarter are required to apply be delivered pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the “Cure Amount”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of Consolidated EBITDA by an amount equal to the net cash proceeds received from Cure Amount (notwithstanding the issuance or sale absence of any Qualified Equity Interests and a related addback in the Borrower may apply definition of “Consolidated EBITDA”) solely for the amount purpose of determining compliance with Section 7.10 as of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to end of such fiscal quarter and for applicable Fiscal Quarter, including each subsequent Test Period periods that includes include such Fiscal Quarter (such fiscal quarter, a “Cure Quarter”) and if. If, after giving effect to such increase the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in Consolidated Adjusted EBITDAconnection therewith), the Borrower shall then be in compliance with the requirements of Section 10.077.10 would be satisfied, then the Borrower requirements of Section 7.10 shall be deemed to have satisfied the requirements set forth therein as of the end of the relevant Test Period fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement; provided that . Notwithstanding anything herein to the contrary, (i) such net cash proceeds in each four consecutive fiscal quarter period there shall be at least two fiscal quarters (which may, but are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are not required to be delivered with respect to such be, consecutive) in which the Cure Quarter hereunderRight is not exercised, (ii) such net cash proceeds do during the term of this Agreement, the Cure Right shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable periodexercised more than five times, (iii) Consolidated Adjusted EBITDA the amount of the issuance of Qualified Equity Interests given effect as a Cure Amount shall be increased solely no greater than the amount required for the purpose of measuring compliance complying with Section 10.07 and not for any other purpose under this Agreement and 7.10, (iv) there shall be no pro forma or other actual reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness with under the net cash proceeds provided in connection with the Borrower’s exercise Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of its Cure Right; provided, further, that determining (x) any financial ratio-based condition to the availability of any carve-out set forth in each period Article 7 of four consecutive Fiscal Quartersthis Agreement or any other basket set forth in Article 7 of this Agreement, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term any ratio-based stepdown in Article 2 of this Agreement. Upon Agreement or (z) the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Section 10.07Applicable Margin.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 118.1, in the event for purposes of any Default or determining whether an Event of Default has occurred under the financial covenant set forth in Section 10.076.7, until any equity contribution (in the expiration form of the tenth Business Day common equity or other equity having terms reasonably acceptable to Administrative Agent) made to Borrower after the date last day of any Fiscal Quarter and on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect prior to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”), the Borrower shall have the right (the “Cure Right”) to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period day that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than is ten (10) Business Days days after the date 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 Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial 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) 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 Cure requested Specified Equity Contribution, there shall be no more than two Fiscal Quarters in the Relevant Four Fiscal Quarter hereunderPeriod in respect of which a Specified Equity Contribution is made, (iib) such net cash no more than four (4) Specified Equity Contributions shall be made during the term of this Agreement, (c) the amount of any Specified Equity Contribution and the use of proceeds do not exceed therefrom will be no greater than the aggregate amount necessary required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.076.7, as and (d) all Specified Equity Contributions and the case may be, use of proceeds therefrom will be disregarded for all other purposes under the applicable period, Credit Documents (iii) including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin, Applicable Revolving Commitment Fee Percentage, and other items governed by reference to Consolidated Adjusted EBITDA, and for purposes of the Restricted Junior Payments covenant in Section 6.4). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be increased solely deemed to have been repaid for purposes of calculating the financial covenant set forth in Section 6.7 for the purpose Relevant Four Fiscal Quarter Period. For purposes of measuring compliance this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with Section 10.07 respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and not for any other purpose under this Agreement and (ivincluding) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a Cure Right result of such Specified Equity Contribution. It is exercised understood and (y) the agreed that, so long as Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the has provided Administrative Agent with notice of a notice the intention to cure pursuant to this Section 11.10 (a “Notice solicit an Specified Equity Contribution, until the end of Intent to Cure”) on or prior to the Cure Termination DatePeriod, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee Agent, any Lender, any other Secured Party, or any Lender of their respective Affiliates shall exercise any right remedy, pursuant to foreclose on or take possession the terms of the Collateral Credit Documents, due to a Financial Covenant Default and no Default or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having shall be deemed to have occurred under the Credit Documents; provided, however, during such period Borrower shall not be entitled to request and being continuing under Section 10.07; provided further that no Lender shall have any obligation be obligated to fund make, any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Section 10.07Loans (including Swing Line Loans).

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 11, in 8.01 or Section 8.02: (a) For the event purpose of any Default or determining whether an Event of Default under the covenant set forth in Section 10.07, until the expiration of the tenth Business Day after the date on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”)7.11 has occurred, the Borrower shall have the right (the “Cure Right”) to apply the amount may on one or more occasions designate any portion of the net cash proceeds received from the a sale or issuance or sale of any Qualified Equity Interests and of Holdings or any cash contribution to the common capital of the Borrower may apply (the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure QuarterAmount”) and if, after giving effect as an increase to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and EBITDA for the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreementfiscal quarter; provided that such amounts to be designated (i) such net cash proceeds are actually received by the Borrower no later than ten after the first day of such applicable fiscal quarter and on or prior to the tenth (1010th) Business Days Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Quarter hereunderExpiration Date”), (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with cure any Event of Default under Section 10.07, 7.11 as the case may be, for the applicable period, of such date and (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during have provided notice (the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise on the right date such amounts are designated as a “Cure Amount” (it being understood that to accelerate the Loans or terminate extent such notice is provided in advance of delivery of a Compliance Certificate for the Commitments and none of Administrative Agentapplicable period, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance amount of such Event of Default) or pursuant to any applicable law 140 prior Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the Cure Termination Date solely on extent that the basis of an amount necessary to cure any Event of Default having occurred and being continuing under Section 10.07; provided further 7.11 is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during includes such periodfiscal quarter. (b) The parties hereby acknowledge that this Section 11.10 8.04 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to for determining actual compliance with Section 10.07 on 7.11 (and not for purposes of determining whether the last day of the applicable Test Period Payment Condition is satisfied or for calculating any financial ratio for any other purpose under this Agreement) and shall not result in any adjustment to Consolidated Adjusted EBITDA other than any amounts (including the amount of Indebtedness and shall not be included for purposes of compliance determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (c) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by the Borrower, the covenants under Section 10.07.7.11 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the covenants under such Section 7.11 and any Event of Default under Section 7.11 shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior the Cure Expiration Date, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under -156-

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01 or 8.02, in if the event of any Default or Borrower determines that an Event of Default under one or more of the covenant covenants set forth in Section 10.077.10(a) has occurred or may occur with respect to any Test Period, until during the expiration of period commencing after the tenth last fiscal quarter included in such Test Period and ending ten (10) Business Day Days after the date on which the financial statements are required to be delivered pursuant hereunder with respect to Section 9.01(aany such fiscal quarter, then following notice to the Administrative Agent and the Lenders, Holdings may obtain from the Sponsor and/or one or more other third parties a Specified Equity Contribution (a “Designated Equity Contribution”, it being understood that such term shall include any capital contribution or other transaction referred to in clause (i) below), and such covenant(s) shall be recalculated such that Consolidated Recourse EBITDA, as the case may be, shall be increased as of the end of such applicable fiscal quarter or (b)fiscal month, as applicable, with respect to solely for the purpose of measuring the capacity under the financial covenants in Section 7.10(a) and not for any other purpose under this Agreement (it being understood, for the avoidance of doubt, that (x) in the case of a deemed increase in Consolidated Recourse EBITDA as of the end of the applicable Fiscal Quarter hereunder (fiscal quarter or fiscal month, as applicable, such deemed increase shall also be included in any such date calculation of Consolidated Recourse EBITDA for the “Cure Termination Date”), the Borrower shall have the right (the “Cure Right”purpose of Section 7.10(a) to apply the amount of the net cash proceeds received from the issuance or sale of for any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter fiscal quarter or fiscal month, as applicable, and (y) such quarterDesignated Equity Contribution shall, a “Cure Quarter”) and if, for periods after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as end of the relevant Test Period applicable fiscal quarter or fiscal month, as applicable, be accounted for in accordance with GAAP), by an amount equal to the same effect as though there had been no failure to comply therewith at net cash proceeds of such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this AgreementDesignated Equity Contribution; provided that (i) such net cash proceeds (i) are actually received by the Borrower no later than 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 applicable fiscal quarter or fiscal month, as applicable, included in such Test Period, as the case may be, and ending ten (10) Business Days after the date on which financial statements are required to be delivered with respect to any such Cure Quarter hereunderfiscal quarter or fiscal month, as applicable, hereunder and (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such periodare Not Otherwise Applied. The parties hereby acknowledge that this Section 11.10 8.05(a) may not be relied on for purposes of calculating capacity or utilization under any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period 7.10(a) and shall not result in any adjustment to Consolidated Adjusted EBITDA any baskets or other amounts other than as set forth in this Section 8.05. Notwithstanding the 140 Borrower’s notice to the Administrative Agent and the Lenders to obtain any Designated Equity Contribution, an Event of Default shall be deemed continuing for all other purposes (including, without limitation, Section 2.08(b)) until the Designated Equity Contribution shall have been received in accordance with the terms of compliance with this Section 10.078.05(a).

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 118.1, in the event for purposes of any Default or determining whether an Event of Default has occurred under the any financial covenant set forth in Section 10.076.5, until any equity contribution (in the expiration form of the tenth Business Day common equity or other equity having terms reasonably acceptable to Administrative Agent) made to Borrower after the date last day of any Fiscal Quarter and on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect prior to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”), the Borrower shall have the right (the “Cure Right”) to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period day that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than ten (10) Business Days is 10 days after the date day on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Borrower, be included as additional management fee revenue in the calculation of Combined Economic Income solely for the purposes of determining compliance with respect such financial covenants 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) Borrower shall not be permitted to such Cure so request that separate Specified Equity Contributions be made in more than two Fiscal Quarters in any Relevant Four Quarter hereunderFiscal Period and separate Specified Equity Contributions can only be made in three Fiscal Quarters during the term of this Agreement, (iib) such net cash proceeds do not exceed the aggregate amount necessary of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable periodfinancial covenants, (iiic) Consolidated Adjusted EBITDA shall all Specified Equity Contributions and the use of proceeds therefrom will be increased solely disregarded for all other purposes under the purpose of measuring Credit Documents and (d) if, after giving effect to any Specified Equity Contribution, Borrower would be in compliance with the financial covenants contained in Section 10.07 and not for any other purpose under this Agreement and (iv6.5(b) there shall be no pro forma or other reduction in Indebtedness with after giving effect to the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term provisions of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on 8.2, no Default or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further shall be deemed to have existed at any time with respect to such financial covenants for the relevant Fiscal Quarter. To the extent that no Lender the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on deemed to have been repaid for purposes of calculating any financial ratios other than as directly applicable to compliance with covenant set forth in Section 10.07 on 6.5 for the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for Relevant Four Fiscal Quarter Period. For purposes of compliance this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with Section 10.07respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Combined Economic Income will be increased as a result of such Specified Equity Contribution.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01, in the event of any Default or Event of Default under the covenant set forth in Section 10.07, Financial Covenant and until the expiration of the tenth Business Day (10th) day after the date on which the financial 174 NEWYORK 8648768 (2K) statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder fiscal quarter hereunder, Holdings may engage in an issuance of Qualified Equity Interests to any of the Equity Investors (any such date or receive a contribution in respect thereof) and designate the “Cure Termination Date”), amount of the Borrower shall have the right Net Cash Proceeds thereof (the “Cure RightAmount”) to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that such Net Cash Proceeds (i) such net cash proceeds are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) no later than ten (10) Business Days days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder (the “Cure Quarter hereunder, Expiration Date”) and (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to Default under the Financial Covenant for any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with the Financial Covenant (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to Section 10.07 on 2.16 or any covenant under Article VII other than the last day of the applicable Test Period Financial Covenant) and shall not result in any adjustment to Consolidated Adjusted EBITDA any amounts (including the amount of Indebtedness (directly or indirectly)) other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence for any fiscal quarter in which such an amount is included in the calculation of Consolidated 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, (A) upon receipt of the Cure Amount by the Borrower, the Financial Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of compliance with the Loan Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 10.078.02 (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 this Section 11, in the event of any Default or Event of Default under the covenant set forth in Section 10.07, until the expiration of the tenth Business Day after the date on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”), the Borrower shall have the right (the “Cure Right”) to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Cure Quarter hereunder, (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Section 10.07.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 11Agreement (including this Article 8), in upon the event occurrence of any a Default or Event of Default under the covenant set forth in Section 10.07, until the expiration as a result of the tenth Business Day after the date on which the financial statements are required Borrower’s failure to be delivered pursuant to comply with Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (7.10 above for any such date the “Cure Termination Date”)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 statements for such fiscal quarter are required to apply be delivered pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the “Cure Amount”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of Consolidated EBITDA by an amount equal to the net cash proceeds received from Cure Amount (notwithstanding the issuance or sale absence of any Qualified Equity Interests and a related addback in the Borrower may apply definition of “Consolidated EBITDA”) solely for the amount purpose of determining compliance with Section 7.10 as of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to end of such fiscal quarter and for applicable Fiscal Quarter, including each subsequent Test Period periods that includes include such Fiscal Quarter (such fiscal quarter, a “Cure Quarter”) and if. If, after giving effect to such increase the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in Consolidated Adjusted EBITDAconnection therewith), the Borrower shall then be in compliance with the requirements of Section 10.077.10 would be satisfied, then the Borrower requirements of Section 7.10 shall be deemed to have satisfied the requirements set forth therein as of the end of the relevant Test Period fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement; provided that . Notwithstanding anything herein to the contrary, (i) such net cash proceeds in each four consecutive fiscal quarter period there shall be at least two fiscal quarters (which may, but are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are not required to be delivered with respect to such be, consecutive) in which the Cure Quarter hereunderRight is not exercised, (ii) such net cash proceeds do during the term of this Agreement, the Cure Right shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable periodexercised more than five times, (iii) Consolidated Adjusted EBITDA the amount of the issuance of Qualified Equity Interests given effect as a Cure Amount shall be increased solely no greater than the amount required for the purpose of measuring compliance complying with Section 10.07 and not for any other purpose under this Agreement and 7.10, (iv) there shall be no pro forma or other actual reduction of the amount of Indebtedness by 157 the amount of any Cure Amount for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness with under the net cash proceeds provided in connection with the Borrower’s exercise Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of its Cure Right; provided, further, that determining (x) any financial ratio-based condition to the availability of any carve-out set forth in each period Article 7 of four consecutive Fiscal Quartersthis Agreement or any other basket set forth in Article 7 of this Agreement, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term any ratio-based stepdown in Article 2 of this Agreement. Upon Agreement or (z) the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Section 10.07Applicable Margin.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 11Agreement (including this Article 8), in upon the event occurrence of any a Default or Event of Default under the covenant set forth in Section 10.07, until the expiration as a result of the tenth Business Day after the date on which the financial statements are required Borrower’s failure to be delivered pursuant to comply with Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (7.10 above for any such date the “Cure Termination Date”)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 statements for such fiscal quarter are required to apply be delivered pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the “Cure Amount”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of Consolidated EBITDA by an amount equal to the net cash proceeds received from Cure Amount (notwithstanding the issuance or sale absence of any Qualified Equity Interests and a related addback in the Borrower may apply definition of “Consolidated EBITDA”) solely for the amount purpose of determining compliance with Section 7.10 as of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to end of such fiscal quarter and for applicable Fiscal Quarter, including each subsequent Test Period periods that includes include such Fiscal Quarter (such fiscal quarter, a “Cure Quarter”) and if. If, after giving effect to such increase the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in Consolidated Adjusted EBITDAconnection therewith), the Borrower shall then be in compliance with the requirements of Section 10.077.10 would be satisfied, then the Borrower requirements of Section 7.10 shall be deemed to have satisfied the requirements set forth therein as of the end of the relevant Test Period fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement; provided that . Notwithstanding anything herein to the contrary, (i) such net cash proceeds in each four consecutive fiscal quarter period there shall be at least two fiscal quarters (which may, but are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are not required to be delivered with respect to such be, consecutive) in which the Cure Quarter hereunderRight is not exercised, (ii) such net cash proceeds do during the term of this Agreement, the Cure Right shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable periodexercised more than five times, (iii) Consolidated Adjusted EBITDA the amount of the issuance of Qualified Equity Interests given effect as a Cure Amount shall be increased solely no greater than the amount required for the purpose of measuring compliance complying with Section 10.07 and not for any other purpose under this Agreement and 7.10, (iv) there shall be no pro forma or other actual reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness with under the net cash proceeds provided in connection with the Borrower’s exercise Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of its Cure Right; provided, further, that determining (x) any financial ratio-based condition to the availability of any carve-out set forth 156 in each period Article 7 of four consecutive Fiscal Quartersthis Agreement or any other basket set forth in Article 7 of this Agreement, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term any ratio-based stepdown in Article 2 of this Agreement. Upon Agreement or (z) the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Section 10.07Applicable Margin.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 1110.1, in the event of any Default or Event of Default under the covenant set forth in Section 10.0710.1 that results from a breach of Section 9.3.1, and until the expiration of the tenth (10th ) Business Day after the earlier of (x) the date on of delivery by the Borrower of the financial statements required by Exhibit E (clause (b)) or (y) the date by which the such financial statements are required to be have been delivered pursuant to Section 9.01(a) (the “Equity Cure Period”), Parent or (b)Sponsors may, as applicable, with respect pursuant to written notice to the applicable Fiscal Quarter hereunder (any Lender prior to the receipt of such date the “Cure Termination Date”)proceeds by Borrower or Parent, the as applicable, issue equity interests in Borrower shall have the right (the “Cure Right”) or Parent, as applicable, to apply the amount its then existing equity investors in return for cash or otherwise receive a cash capital contribution from one or more of the net cash proceeds received from the issuance such Persons, and Borrower or sale of any Qualified Equity Interests and the Borrower Parent, as applicable, may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, Quarter and in the calculation of EBITDA for any subsequent financial covenant tests including each subsequent Test Period the Fiscal Quarter that includes the date of such contribution (the “Equity Cure Contributions”); provided that (i) any such proceeds received by Parent are contributed by Parent to Borrower, (ii) 100% of the net proceeds of such Equity Cure Contribution are applied to prepay in full all outstanding principal under the Revolving Loan, with any excess proceeds applied pursuant to Section 9.3.3 of the Term Debt Credit Agreement, (iii) in each four Fiscal Quarter period, no more than two Equity Cure Contributions shall be made, (iv) not more than four Equity Cure Contributions may be made during the term of this Agreement, and (v) the amount of any Equity Cure Contributions in any Fiscal Quarter shall be no greater than the amount required to cause Borrower to be in compliance with the applicable financial covenants as at the end of such Fiscal Quarter (such quarter, a “Quarter. The parties hereby acknowledge that this Section 9.3.2 may not be relied on for any other purposes and all Equity Cure Quarter”) and ifContributions shall be disregarded for all other purposes. If, after giving effect to such increase in Consolidated Adjusted EBITDAthe Equity Cure Contributions, the Borrower shall then be in compliance with the requirements terms of Section 10.079.3.1, the Borrower shall be deemed to have satisfied the requirements set forth therein as of Section 9.3.1 on the relevant Test Period with the same effect as though there had been no failure to comply therewith at such datedate of determination, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Cure Quarter hereunder, (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall automatically be deemed to have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than for purposes of compliance with Section 10.07occurred.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01 or 8.02, in if the event of any Default or Borrower determines that an Event of Default under one or more of the covenant covenants set forth in Section 10.077.10 has occurred or may occur with respect to any Test Period, until during the expiration of period commencing after the tenth last fiscal quarter included in such Test Period and ending ten (10) Business Day Days after the date on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, hereunder with respect to any such fiscal quarter, then Holdings may obtain from the Sponsor and/or one or more other third parties a Specified Equity Contribution (a “Designated Equity Contribution”, it being understood that such term shall include any capital contribution or other transaction referred to in clause (i) below), and such covenant(s) shall be recalculated such that Consolidated Tangible Net Worth, Consolidated Total Assets or Net Operating Income, as the case may be, shall be increased as of the end of such applicable fiscal quarter or fiscal year solely for the purpose of measuring the capacity under the financial covenants in Section 7.10 and not for any other purpose under this Agreement (it being understood, for the avoidance of doubt, that (x) in the case of a deemed increase in Net Operating Income as of the end of the applicable Fiscal Quarter hereunder (fiscal quarter or fiscal year, such deemed increase shall also be included in any such date calculation of Net Operating Income for the “Cure Termination Date”), the Borrower shall have the right (the “Cure Right”) to apply the amount purpose of the net cash proceeds received from the issuance or sale of Section 7.10 for any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter fiscal quarter or fiscal year, and (y) such quarterDesignated Equity Contribution shall, a “Cure Quarter”) and if, for periods after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as end of the relevant Test Period applicable fiscal quarter or fiscal year, be accounted for in accordance with GAAP), by an amount equal to the same effect as though there had been no failure to comply therewith at net cash proceeds of such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this AgreementDesignated Equity Contribution; provided that (i) such net cash proceeds (i) are actually received by the Borrower no later than 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 applicable fiscal quarter or last fiscal quarter included in such Test Period, as the case may be, and ending ten (10) Business Days after the date on which financial statements are required to be delivered with respect to any such Cure Quarter hereunder, fiscal quarter hereunder and (ii) such net cash proceeds do not exceed the aggregate amount necessary to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement and (iv) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such periodare Not Otherwise Applied. The parties hereby acknowledge that this Section 11.10 8.05(a) may not be relied on for purposes of calculating capacity or utilization under any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period 7.10 and shall not result in any adjustment to Consolidated Adjusted EBITDA any baskets or other amounts other than for purposes of compliance with as set forth in this Section 10.078.05.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 1110.08 or 11.01, in the event of any Default or Event of Default under the covenant set forth in Section 10.07, until the expiration of the tenth Business Day after the date on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”), the that Borrower shall have the right (the “Cure Right”) fail to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance comply with the requirements of Section 10.07Financial Maintenance Covenant, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by any equity contribution (in the form of common equity or other equity having terms reasonably acceptable to Administrative Agent) made or contributed to Borrower no later than after the last day of any fiscal quarter and on or prior to the day that is ten (10) Business Days after the date day on which financial statements are required to be delivered for that fiscal quarter (such date, the “Cure Expiration Date”) will, at the request of Borrower, increase Consolidated EBITDA with respect to such Cure Quarter hereunderapplicable fiscal quarter solely for the purposes of determining compliance with the Financial Maintenance Covenant at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution or cash proceeds, a “Specified Equity Contribution”); provided that (a) no Lender shall be required to 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, (iib) 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 net cash requested Specified Equity Contribution, there will be a period of at least two (2) fiscal quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made and there shall be no more than five (5) Specified Equity Contributions in total, (c) the amount of any Specified Equity Contribution and the use of proceeds do not exceed therefrom will be no greater than the aggregate amount necessary required to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable periodFinancial Maintenance Covenant, (iiid) all proceeds of Specified Equity Contributions will be disregarded for all other purposes under the Credit Documents (including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels and other items governed by reference to Consolidated EBITDA, and for purposes of negative covenants (other than the Financial Maintenance Covenant)), (e) the proceeds of each Specified Equity Contributions shall be increased have been contributed to Borrower as equity solely in exchange for the purpose Qualified Capital Stock of measuring compliance with Section 10.07 and not for any other purpose under this Agreement Borrower or as Intercompany Contribution Indebtedness, and (ivf) there shall be no pro forma or other reduction in Indebtedness (whether on a pro forma basis or otherwise) with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on Specified Equity Contribution for purposes of calculating any financial ratios other than as directly applicable to determining compliance with Section 10.07 on the last day of Financial Maintenance Covenant for the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than fiscal quarter for purposes of compliance with Section 10.07which such Specified Equity Contribution was made.

Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in this Section 1110.08, in the event of any Default or Event of Default under that Borrower shall fail to comply with the covenant financial maintenance covenants set forth in Section 10.0710.08, until any equity contribution (in the expiration form of common equity or other equity having terms reasonably acceptable to the tenth Business Day Administrative Agent) made or contributed to Borrower, or cash proceeds of Intercompany Contribution Indebtedness incurred by Borrower, after the date last day of any fiscal quarter and on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect prior to the applicable Fiscal Quarter hereunder (any such date the “Cure Termination Date”), the Borrower shall have the right (the “Cure Right”) to apply the amount of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to such applicable Fiscal Quarter, including each subsequent Test Period day that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than is ten (10) Business Days after the date day on which financial statements are required to be delivered for that fiscal quarter (such date, the “Cure Expiration Date”) will, at the request of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial maintenance covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution or cash proceeds, a “Specified Equity Contribution”); provided that (a) no Lender shall be required to 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 unless, after giving effect to such Cure requested Specified Equity Contribution, there will be a period of at least two (2) fiscal quarters in the Relevant Four Fiscal Quarter hereunderPeriod in which no Specified Equity Contribution has been made and there shall be no more than five (5) Specified Equity Contributions in total, (iic) such net cash the amount of any Specified Equity Contribution and the use of proceeds do not exceed therefrom will be no greater than the aggregate amount necessary required to cause the Borrower to be in compliance with Section 10.07, as the case may be, for the applicable periodsuch financial maintenance covenants, (iiid) all proceeds of Specified Equity Contributions will be disregarded for all other purposes under the Credit Documents (including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels and other items governed by reference to Consolidated EBITDA, and for purposes of negative covenants (other than such financial maintenance covenants)), (e) the proceeds of each Specified Equity Contributions shall be increased have been contributed to Borrower as equity solely in exchange for the purpose Qualified Capital Stock of measuring compliance with Section 10.07 and not for any other purpose under this Agreement Borrower or as Intercompany Contribution Indebtedness and (ivf) there shall be no pro forma or other reduction in Indebtedness (whether on a pro forma basis or otherwise) with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such period. The parties hereby acknowledge that this Section 11.10 may not be relied on Specified Equity Contribution for purposes of calculating any financial ratios other than as directly applicable to determining compliance with Section 10.07 on such financial maintenance covenants for the last day of the applicable Test Period and shall not result in any adjustment to Consolidated Adjusted EBITDA other than fiscal quarter for purposes of compliance with Section 10.07which such Specified Equity Contribution was made. ARTICLE XII.

Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Section 118.01 or 8.02, in if the event of any Default or Borrower determines that an Event of Default under the covenant set forth in Section 10.07, until the expiration of the tenth Business Day after the date on which the financial statements are required to be delivered pursuant to Section 9.01(a) or (b), as applicable, with respect to the applicable Fiscal Quarter hereunder (any such date Financial Covenant has occurred or may occur, during the “Cure Termination Date”), period commencing after the Borrower shall have the right (the “Cure Right”) to apply the amount beginning of the net cash proceeds received from the issuance or sale of any Qualified Equity Interests and the Borrower may apply the amount of the net cash proceeds received therefrom to increase Consolidated Adjusted EBITDA with respect to last calendar quarter included in such applicable Fiscal Quarter, including each subsequent Test Period that includes such Fiscal Quarter (such quarter, a “Cure Quarter”) and if, after giving effect to such increase in Consolidated Adjusted EBITDA, the Borrower shall then be in compliance with the requirements of Section 10.07, the Borrower shall be deemed to have satisfied the requirements set forth therein as of the relevant Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such net cash proceeds are actually received by the Borrower no later than ending ten (10) Business Days after the date on which financial statements are required to be delivered hereunder with respect to such calendar quarter (the “Cure Quarter hereunderExpiration Date”), a Specified Equity Contribution may be made to the Borrower (ii) 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 do not exceed the aggregate amount necessary to cause (i) are actually received by the Borrower to be as cash common equity during the period commencing after the beginning of the last calendar quarter included in compliance with Section 10.07, as such Test Period and ending on the case may be, for the applicable period, (iii) Consolidated Adjusted EBITDA shall be increased solely for the purpose of measuring compliance with Section 10.07 and not for any other purpose under this Agreement Cure Expiration Date and (ivii) there shall be no pro forma or other reduction in Indebtedness with the net cash proceeds provided in connection with the Borrower’s exercise of its Cure Right; provided, further, that (x) in each period of four consecutive Fiscal Quarters, there shall be only two Fiscal Quarter in which a Cure Right is exercised and (y) the Borrower shall not exercise more than five Cure Rights during the term of this Agreement. Upon the receipt by the Administrative Agent of a notice to cure pursuant to this Section 11.10 (a “Notice of Intent to Cure”) on or prior to the Cure Termination Date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, the Collateral Trustee or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to this Section 11 (or any other Credit Document available during the continuance of such Event of Default) or pursuant to any applicable law 140 prior to the Cure Termination Date solely on the basis of an Event of Default having occurred and being continuing under Section 10.07; provided further that no Lender shall have any obligation to fund any Revolving Loan, and no Issuing Lender shall have any obligation to issue, extend the maturity of or increase the amount of, any Letter of Credit, during such periodare Not Otherwise Applied. The parties hereby acknowledge that this Section 11.10 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as directly applicable to compliance with Section 10.07 on the last day of the applicable Test Period 7.09 and shall not result in any adjustment to Consolidated Adjusted EBITDA any baskets Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. 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 compliance the Loan Documents, and (B) from and after the date that the Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.05 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default with Section 10.07respect to the Financial Covenant with respect to the quarter for which a Notice of Intent to Cure has been provided (and any other Default as a result thereof), and the Borrower shall not be permitted to borrow Revolving Credit Loans and Swing Line Loans or request the issuance of Letters of Credit until and unless the Designated Equity Contribution has been received by the Borrower.