Common use of Equity Cure Clause in Contracts

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in the event that the Borrower fails to comply with the requirements of Section 6.22 as of the end of any relevant 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 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE Agreement (including Article 7), in upon an Event of Default as a result of the event that the Borrower fails Borrowers’ failure to comply with the requirements of Section 6.22 as of the end of any relevant fiscal quarter6.16(a) above, the Borrower Holdings shall have the right (the “Cure Right”) (at any time during the final Fiscal Quarter of the applicable Test Period or on or after the last day of such fiscal quarter or thereafter Fiscal Quarter until the date that is 15 days 10 Business Days after the date the Compliance Certificate is that financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 6.1(e5.01(a) for such fiscal quarteror (b)) to issue Capital Stock (which shall be common Equity Interests equity, Qualified Capital Stock or other Capital Stock (such other Capital Stock to be on terms reasonably acceptable to the Administrative Agent)) for cash Cash or otherwise receive cash Cash contributions to its common equity in respect of such Capital Stock (the “Cure Amount”), and thereupon the Borrower’s Borrowers’ compliance with Section 6.22 6.16(a) shall be recalculated giving effect to the following pro forma adjustment: Consolidated Adjusted EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated Adjusted EBITDA”), solely for the purposes of determining compliance with Section 6.22 6.16(a) hereof, including determining compliance with Section 6.22 6.16(a) hereof as of the end of such fiscal quarter Fiscal Quarter and applicable subsequent periods that include such fiscal quarterFiscal Quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment reduction of Indebtedness in connection therewith), the requirements of Section 6.22 6.16(a) shall be satisfied, then the requirements of Section 6.22 6.16(a) shall be deemed satisfied as of the end of the relevant fiscal quarter 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 6.22 6.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vi) in each four (4) consecutive fiscal quarter Fiscal Quarter period of the Borrower Borrowers there shall be no more than at least two (2) fiscal quarters (which may be consecutive) in Fiscal Quarters with respect to which the Cure Right is not exercised, (wii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xiii) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.226.16(a), (yiv) upon the Administrative Agent’s receipt of a written notice from the Borrower Representative that it intends the Borrowers intend to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day 10th Business Day following the date of delivery of that financial statements for the Compliance Certificate under Section 6.1(e) Fiscal Quarter to which such Notice of Intent to Cure relatesrelates are required to be delivered pursuant to Section 5.01(a) or (b), none of neither the Administrative Agent (or any sub agent therefore) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and neither none of the Administrative Agent (or any sub-agent therefor) nor any other Lender or secured party any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of an such Event of Default having occurred and being continuing under Section 6.22 and 6.16(a), (zv) during any Test Period in which the Cure Amount received is included in the calculation of Consolidated Adjusted EBITDA pursuant to any exercise of the Cure Right Right, such Cure Amount shall be counted only solely as an increase to Consolidated Adjusted EBITDA (and solely not as a reduction to Indebtedness (directly through repayment or indirectly through netting)) for the purpose of determining the Borrowers’ compliance with Section 6.22 6.16(a) and shall be disregarded for any other purpose, including for purposes of determining the satisfaction of any financial ratio-based conditionscondition, pricing or the availability of any available basket under Article 6 of this Agreement and (vi) no Revolving Lender, Swingline Lender or Issuing Bank shall be required to make any Revolving Loan or Swingline Loan or issue any Letter of Credit hereunder, if an Event of Default under the covenant set forth in reliance upon Section 6.16(a) has occurred and is continuing, during the Available Amount10 Business Day period during which Holdings may exercise a Cure Right, Growth unless and until the Cure Amount or otherwise) under this Agreementis actually received.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in (a) In the event that the Borrower fails Loan Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 7.19 as of the end last day of any relevant fiscal quarterapplicable Fiscal Quarter, any cash equity contribution to the Parent Borrower shall have (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings having terms reasonably acceptable to the right (Administrative Agent and in any case, not constituting Disqualified Stock) on or prior to the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 days fifteen Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for that Fiscal Quarter (such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (fifteen Business Day period, the “Cure AmountStandstill Period”)) will, and thereupon at the irrevocable election of the Parent Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereofthe Fixed Charge Coverage Ratio for the relevant Measurement Period and any portion of subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, including determining compliance with Section 6.22 hereof as a “Specified Equity Contribution”); provided that (a) notice of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal Parent Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the Cure Amount. If, after giving effect day on which financial statements are required to the foregoing recalculations (but not, be delivered for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contraryFiscal Quarter, (vb) in each consecutive four (4) consecutive fiscal quarter period of the Borrower Fiscal Quarter period, there shall be at least two Fiscal Quarters in which no Specified Equity Contribution is made and there shall be no more than two (2) fiscal quarters (which may be consecutive) five Specified Equity Contributions made in which the Cure Right is exercisedaggregate after the Effective Date, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount amount of any Specified Equity Contribution shall be no greater than the amount required for purposes of complying to cause the Loan Parties to be in pro forma compliance with Section 6.22the Fixed Charge Coverage Ratio, (yd) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and all Specified Equity Contributions shall be disregarded for purposes of determining any financial ratio-based conditionsthe calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (e) any Indebtedness prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the Fixed Charge Coverage Ratio for the current Fiscal Quarter and the next three Fiscal Quarters thereafter and (f) during the Standstill Period, no Borrowing shall be permitted to be made, and no Letter of Credit may be issued, amended, extended or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementrenewed.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Loan Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 9.1 as of the end last day of any relevant fiscal quarterquarter for which such covenant is tested, any cash equity contribution to the Borrower shall have after the right (the “Cure Right”) (at any time during last day of such fiscal quarter and on or thereafter until prior to the date day that is 15 10 days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 6.1(e) for 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Closing Date, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to issue common Equity Interests for cash or otherwise receive cash contributions cause the Loan Parties to its common equity be in compliance with such financial covenants (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (viv) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any financial ratio-based conditionsother items governed by reference to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) (subject to (and to the extent permitted by) the 2020 Term Loan Documents and ABL Loan Documents (and, pricing in each case, any Refinancing Indebtedness in respect thereof)) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any available basket (in reliance upon provision under Article IX for the Available Amount, Growth Amount or otherwise) under this Agreementperiod ending on the last day of the applicable Cure Quarter.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Section 6.1, for purposes of determining whether an Event of Default has occurred under Section 5.1(a)(iii), any cash contribution (in the event form of common equity or subordinated debt) made to the Borrower after the last day of any calendar month and on or prior to the day that is fifteen (15) Business Days after written notice from the Administrative Agent that the Borrower fails to comply with the requirements of Section 6.22 as of the end of any relevant 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 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s not in compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied 5.1(a)(iii) as of the end of the relevant fiscal quarter with most recently ended calendar month will, at the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period request of the Borrower there shall and to the extent so requested, be no more than two included in the calculation of such covenants by increasing the Adjusted Tangible Net Worth of the Borrower (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than or reducing the amount required for purposes of complying with Section 6.22, (yCorporate Debt to the extent such amounts are utilized to pay down Corporate Debt) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of determining compliance with the Corporate Debt to Tangible Net Worth Ratio covenant set forth at Section 6.22 5.1(a)(iii) at the end of such period and shall any subsequent period that includes such period (any such cash contribution to the extent so requested by the Borrower to be included, a “Specified Contribution”); provided that (i) no more than eight Specified Contributions will be made in the aggregate, and (ii) all Specified Contributions will be disregarded for all other purposes under the Transaction Documents (including for purposes of determining other items governed by reference to any financial ratioof the Financial Covenants or the components thereof); and provided further that with respect to any Specified Contribution in the form of subordinated debt, (i) it does not mature prior to the Maturity Date, (ii) it is subordinated to the Liens securing the Obligations created pursuant to the terms of this Agreement on terms reasonably acceptable to the Administrative Agent, (iii) the interest thereon is payable-based conditionsin-kind (allowing for deferment of interest payments and/or payment in the form of additional debt rather in cash), pricing or any available basket and (in reliance upon iv) it is otherwise on terms reasonably acceptable to the Available Amount, Growth Amount or otherwise) under this AgreementAdministrative Agent.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Section 7.01, in the event that the Borrower fails to comply with the requirements of Section 6.22 as of either Financial Covenant, from the end of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter period until the date that is 15 days after expiration of the 10th Business Day following the date the Compliance Certificate is financial statements referred to in Section 5.01(a) or Section 5.01(b), as applicable, are required to be delivered pursuant in respect of such fiscal period for which such Financial Covenant is being measured, if the Borrower receives a Specified Equity Contribution, the Borrower may apply the amount of the net cash proceeds thereof to Section 6.1(e) for increase EBITDA with respect to such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity ; provided that (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vi) in each period of four (4) consecutive fiscal quarter period of the Borrower quarters, there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right a Specified Equity Contribution is exercisedmade, (wii) no more than five Specified Equity Contributions shall be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xiii) the Cure Amount amount of any Specified Equity Contribution shall be no greater more than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from to cause the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of in pro forma compliance with Section 6.22 and 6.13 for any applicable period, (iv) all Specified Equity Contributions shall be disregarded for purposes of determining any baskets, financial ratio-ratio based conditions, calculations or pricing or any available basket (with respect to the covenants contained in reliance upon this Agreement and the calculation of the Available AmountAmount and Required Percentage and (v) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 6.13 for the fiscal quarter in respect of when such Specified Equity Contribution is made (either directly through prepayment or indirectly as a result of the netting of unrestricted cash). Notwithstanding anything to the contrary herein, Growth Amount no Revolving Lender shall be required to fund any Revolving Loans or otherwise) under this Agreementother advance, and no Issuing Bank shall be required to issue any Letter of Credit, at any time during the period beginning on the date the Borrower notifies the Administrative Agent that it intends to make a Specified Equity Contribution and ending on the date the Specified Equity Contribution is made.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 7.1(b) or any other provision herein, in the event that the Borrower fails Credit Parties fail to comply with the requirements of Section 6.22 as of any Financial Covenant, then at any time after the end of the Fiscal Quarter for which such covenant is being measured until the expiration of the tenth (10th) Business Day after the date on which financial statements with respect to such Fiscal Quarter are initially required to be delivered pursuant to Section 4.1(a) or 4.1(b) (the “Cure Period”), any relevant fiscal quarter, of the Sponsors or the other direct or indirect equityholders of the Borrower shall have the irrevocable right to make a direct or indirect equity investment in the Borrower in cash in the form of Qualified Stock (the “Cure Right”) (at any time during such fiscal quarter or thereafter until equity contribution included (as described in this Section 7.6) in the date calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided, that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity Borrower shall have provided irrevocable notice (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which Agent that such investment amounts shall be designated as a “Specified Equity Contribution” (it being understood that to the extent such Notice of Intent to Cure relatesis provided in advance of delivery of a Compliance Certificate for the applicable period, none the amount of such Net Cash Proceeds that is designated as a Specified Equity Contribution may be lower than specified in such notice to the Administrative Agent nor extent that the amount necessary to cure any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 6.1 is less than the full amount of such originally designated amount), and (z) upon the Cure Amount received receipt by the Borrower of net cash proceeds pursuant to any the exercise of the Cure Right Specified Equity Contribution, the Financial Covenants shall be counted only as recalculated, giving effect to a pro forma increase to Consolidated EBITDA and for such Test Period in an amount equal to such Specified Equity Contribution; provided that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of compliance determining the existence of a Default or an Event of Default under the Financial Covenants with Section 6.22 respect to such Test Period and shall be disregarded any subsequent Test Period that includes the Fiscal Quarter for which such Specified Equity Contribution was exercised and not for any other purpose under any Loan Document (including for purposes of determining addbacks based on a percentage of Consolidated EBITDA in accordance with the definition thereof, any financial ratio-based conditionsother items governed by reference to Consolidated EBITDA, pricing pricing, mandatory prepayments and the availability or amount permitted pursuant to any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) covenant under this AgreementArticle V).

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in (a) In the event that the Borrower fails Loan Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 7.19 as of the end last day of any relevant fiscal quarterapplicable Fiscal Quarter, any cash equity contribution to the Parent Borrower shall have (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings having terms reasonably acceptable to the right (Administrative Agent and in any case, not constituting Disqualified Stock) on or prior to the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 days fifteen Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for that Fiscal Quarter (such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (fifteen Business Day period, the “Cure AmountStandstill Period”)) will, and thereupon at the irrevocable election of the Parent Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereofthe Fixed Charge Coverage Ratio for the relevant Measurement Period and any portion of subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, including determining compliance with Section 6.22 hereof as a “Specified Equity Contribution”); provided that (a) notice of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal Parent Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the Cure Amount. If, after giving effect day on which financial statements are required to the foregoing recalculations (but not, be delivered for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contraryFiscal Quarter, (vb) in each consecutive four (4) consecutive fiscal quarter period of the Borrower Fiscal Quarter period, there shall be at least two Fiscal Quarters in which no Specified Equity Contribution is made and there shall be no more than two (2) fiscal quarters (which may be consecutive) five Specified Equity Contributions made in which the Cure Right is exercisedaggregate after the EffectiveOriginal Closing Date, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount amount of any Specified Equity Contribution shall be no greater than the amount required for purposes of complying to cause the Loan Parties to be in pro forma compliance with Section 6.22the Fixed Charge Coverage Ratio, (yd) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and all Specified Equity Contributions shall be disregarded for purposes of determining any financial ratio-based conditionsthe calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (e) any Indebtedness prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the Fixed Charge Coverage Ratio for the current Fiscal Quarter and the next three Fiscal Quarters thereafter and (f) during the Standstill Period, no Borrowing shall be permitted to be made, and no Letter of Credit may be issued, amended, extended or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementrenewed.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of financial covenants set forth in Section 6.22 6.2 or 6.3 as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution to the Borrower shall have Issuer (funded with proceeds of common equity (other than Disqualified Stock) issued by Holdings or the right (Issuer or other equity issued by Holdings or the “Cure Right”Issuer having terms reasonably acceptable to the Required Purchasers) (at by Holdings or any time during other equity holder of the Issuer after the last day of the applicable Fiscal Quarter with respect to which such fiscal quarter covenants are being tested and on or thereafter until prior to the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (Fiscal Quarter will, at the “Cure Amount”)irrevocable election of the Issuer, and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenants at the end of such fiscal quarter Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) notice of the Issuer’s intent to make a Specified Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarterFiscal Quarter, (b) in each consecutive four Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with the financial covenants in Section 6.2 and 6.3 and the financial covenants in Section 6.2 and 6.3 of the First Lien Credit Agreement, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by an amount equal reference to EBITDA, (e) there shall be no more than five (5) Specified Equity Contributions made in the Cure Amount. Ifaggregate after the Restatement Effective Date, after giving (f) the proceeds received by the Issuer from all Specified Equity Contributions shall be promptly used by the Issuer to prepay First Lien Indebtedness (applied in accordance with Section 1.8(g) of the First Lien Credit Agreement as in effect to on the foregoing recalculations Restatement Effective Date) and thereafter the Term Loans and (but notg) any Indebtedness prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the financial covenants in Section 6.2 and 6.3 for the current Fiscal Quarter (but, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness not the next three Fiscal Quarters thereafter). Any Specified Equity Contribution (as defined in connection therewith), the requirements of Section 6.22 shall be satisfied, then First Lien Credit Agreement made under the requirements of Section 6.22 First Lien Credit Agreement shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) Specified Equity Contribution made under this AgreementSection 6.4 in an equivalent amount.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements financial covenant set forth in clause (a) of this Section 6.22 7.07 as of the end last day of any relevant Testing Period, any cash contribution to Holdings funded with proceeds of an issuance of Equity Interests of Holdings that are not Disqualified Equity Interests (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”) after the last day of such fiscal quarterquarter and on or prior to the day that is ten days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such ten-day period, the Borrower shall have the right (the “Cure Right”) (at not be permitted to request any time Borrowing hereunder during such fiscal quarter or thereafter until ten-day period) will, at the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenant at the end of such fiscal quarter and quarter, provided that (i) notice of the Borrower’s intent to have a Specified Equity Contribution made shall be delivered no later than the day on which financial statements are required hereunder to be delivered for the applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vii) in each consecutive four (4) consecutive fiscal quarter period of the Borrower there shall will be no more than at least two (2) fiscal quarters (which may be consecutive) in which the Cure Right no Specified Equity Contribution is exercisedmade, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xiii) the Cure Amount shall amount of any Specified Equity Contribution will be no greater than the amount required for purposes of complying to cause the Credit Parties to be in compliance with Section 6.22such financial covenant, (yiv) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall all Specified Equity Contributions will be disregarded for purposes of determining the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels and other items governed by reference to Consolidated EBITDA, (v) Holdings shall immediately upon receipt of any financial ratio-based conditionsSpecified Equity Contribution, pricing make (or any available basket cause to be made) a prepayment of the Loans in an amount equal to 100% of such Specified Equity Contribution in accordance with Section 2.12(d) and (vi) there shall be no more than five (5) Specified Equity Contributions made in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementaggregate after the Closing Date.

Equity Cure. Notwithstanding anything At any time after delivery of the quarterly financial statements and Compliance Certificate to the contrary contained Agent in this ARTICLE 7accordance with Section 4.1, in the event that the Borrower fails Credit Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 6.3 as of the end last day of any relevant fiscal quartercalendar quarter any cash equity contribution to Holdings funded with proceeds of Permitted Cure Securities (any such equity contribution so included in the calculation of EBITDA as provided below in this Section 6.5, the Borrower shall have the right (the a “Cure RightSpecified Equity Contribution”) (at any time during after the last day of such fiscal calendar quarter and on or thereafter until prior to the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant with respect to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (that calendar quarter will, at the “Cure Amount”)irrevocable election of Borrower Representative, and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with the covenant set forth in Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of 6.3 at the end of such fiscal calendar quarter and any subsequent period that includes such calendar quarter (the “Cure Right”); provided that (a) notice of Holdings’ intent to accept a Specified Equity Contribution shall be delivered by Borrower Representative no later than the day on which financial statements are required to be delivered with respect to the applicable subsequent periods that include such fiscal calendar quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vb) in each consecutive four (4) consecutive fiscal calendar quarter period of the Borrower there shall will be no more than at least two (2) fiscal calendar quarters (which may be consecutive) in which the no Cure Right is exercised, (wc) during the term amount of this Agreementany Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and shall be deemed to not result in an increase in cash, (e) the Cure Right shall be exercised no more than five (5) times in the aggregate after the Closing Date, (f) the Cure Right shall not be exercised more than five in any two (52) times, consecutive calendar quarters and (xg) the Cure Amount proceeds received by Holdings from all Specified Equity Contributions shall be no greater than the amount required for purposes of complying promptly used by Credit Parties to prepay Term Loans in accordance with Section 6.22, (y) upon the Administrative 2.1(a)(ii)(B)(v). Upon Agent’s receipt of a notice from the Borrower that it intends Representative of its election to exercise the Cure Right (a “Notice of Intent pursuant to Cure”)this Section 6.5 no later than the day on which financial statements are required to be delivered for the applicable calendar quarter, then, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(ethat is ten (10) to which days after such Notice of Intent to Cure relatesdate, none of the Administrative neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Term Loan Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise Sections 6.3 in respect of the Cure Right shall be counted only as Consolidated EBITDA and solely for period ending on the purpose last day of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementsuch calendar quarter.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Loan Parties fail to comply with the requirements of financial covenants set forth in Section 6.22 7.11(a) or (b) as of the end last day of any relevant fiscal quarter, any cash equity contribution to the Borrower shall have Borrowers (funded with proceeds of common equity issued by Holdings or a parent entity thereof or other equity issued by Holdings or a parent entity thereof) on or prior to the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such Ichor - Credit Agreement 138 that fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (quarter will, at the “Cure Amount”)irrevocable election of the Borrowers, and thereupon be included in the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenant at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of the Borrowers’ intent to make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vb) in each consecutive four (4) consecutive fiscal quarter Fiscal Quarter period of the Borrower there shall will be no more than at least two (2) fiscal quarters (which may be consecutive) in which the Cure Right no Specified Equity Contribution is exercisedmade, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount shall amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of complying with Section 6.22the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (ye) upon there shall be no more than four (4) Specified Equity Contributions made in the Administrative Agent’s receipt aggregate after the Closing Date, (f) any Loans prepaid with the proceeds of a notice Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the next three (3) fiscal quarters, and (g) the proceeds received by the Borrowers from each Specified Equity Contribution will be promptly used by the Borrower that it intends Borrowers to exercise prepay the Cure Right (a “Notice of Intent to Cure”), until Term Loans. From the 15th day following the effective date of delivery of such cure notice to the Compliance Certificate under Section 6.1(eAdministrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to which such Notice of Intent to Cure relatesbe delivered, none of neither the Administrative Agent nor any Lender shall exercise the right to impose a default interest rate, accelerate the Loans or Obligations, terminate the Revolving Credit Commitments and neither the Administrative Agent nor Commitment or exercise any other Lender right or secured party shall exercise remedy against the Loan Parties or any right to foreclose on of their Subsidiaries or take possession any of the Collateral their respective properties solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z8.01(b) the Cure Amount received pursuant to any exercise as a result of the Cure Right shall be counted only as Consolidated EBITDA and solely for Loan Parties’ failure to comply with the purpose of compliance with Section 6.22 and shall be disregarded financial covenants referenced in such cure notice; provided that for purposes of determining the satisfaction of the conditions precedent to a borrowing under the Revolving Credit Commitments pursuant to Section 4.02, a Default shall be deemed to exist. Upon receipt by Borrowers of the Specified Equity Contribution, any financial ratio-based conditions, pricing applicable Default or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this AgreementEvent of Default shall be deemed to have been cured.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE Section 7, in the event that the Borrower fails to comply with the requirements of Section 6.22 as of the end of any relevant 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 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter)) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than at least two (2) fiscal quarters (which may be consecutive) in which the Cure Right is not exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under Section 6 of this Agreement.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in the event that the Borrower fails to comply with the requirements of Section 6.22 6.10 as of the end of any relevant fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stock) made to the Borrower shall have after the right last day of such Cure Quarter and on or prior to the tenth (the “Cure Right”10th) (at any time during such fiscal quarter or thereafter until the date that is 15 days Business Day after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e5.01(a) for or (b) with respect to such applicable fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity quarter (the “Cure AmountExpiration Date”), and thereupon such cash will, if so designated by Borrower, be included in the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable subsequent periods that include fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarterquarter and the subsequent three fiscal quarters, by an amount equal including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the Cure Amountcovenants contained in Article VI. If, after giving effect to the foregoing recalculations Any reduction in Indebtedness (but notincluding, for the avoidance of doubt, taking into account the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any immediate repayment Equity Cure Contribution shall be ignored for purposes of Indebtedness determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in connection therewith)Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the requirements of Financial Covenants under Section 6.22 shall be satisfied, then the requirements of Section 6.22 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the applicable breach or default of Financial Covenants under Section 6.22 that had occurred 6.10 shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein not to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required have occurred for purposes of complying with Section 6.22the Loan Documents, (yB) upon receipt by the Administrative Agent’s receipt Agent of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relatesprior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent nor or any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise as a result of a violation of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Financial Covenants set forth in Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement6.10.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails to comply with the requirements of Section 6.22 Financial Covenants as of any Test Date, any cash equity contribution (or qualified preferred equity or other equity on terms reasonably satisfactory to the end of any relevant fiscal quarter, Administrative Agent) in the Borrower shall have after the right (beginning of the “Cure Right”) (at any time during applicable Fiscal Quarter ending on such fiscal quarter Test Date and on or thereafter until prior to the date day that is 15 days ten (10) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for the Fiscal Quarter ended on such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (Test Date will, at the “Cure Amount”), and thereupon irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), Adjusted EBITDA solely for the purposes of determining compliance with Section 6.22 hereof, including the Financial Covenants as of such Test Date and as of any subsequent Test Date that includes such Fiscal Quarter for purposes of determining compliance with Section 6.22 hereof as the Financial Covenants (any such equity contribution so included in the calculation of the end of such fiscal quarter and applicable subsequent periods Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vi) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which Specified Equity Contributions may be consecutive) made in which the Cure Right is exercised, (w) any four consecutive Fiscal Quarter period and only three Specified Equity Contributions may be made during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xii) the Cure Amount shall amount of any Specified Equity Contribution will be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with Section 6.22the Financial Covenants, (yiii) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall all Specified Equity Contributions will be disregarded for all other purposes, including the calculation of Consolidated Adjusted EBITDA for all purposes other than the compliance with the Financial Covenants for such applicable Test Period and subsequent Test Periods that include the Fiscal Quarter ending on the applicable Test Date, and including calculating basket levels and other items governed by reference to Consolidated Adjusted EBITDA, (iv) with respect to the Fiscal Quarter for which it is contributed to cure a breach of determining the Financial Covenants, any financial ratio-based conditionsSpecified Equity Contribution shall not reduce the outstanding Indebtedness of the Borrower for such Fiscal Quarter (it being understood and agreed that such limitation shall not apply in subsequent Fiscal Quarters if actually applied to repay Term Loans) and (v) the Borrower shall not, pricing unless otherwise agreed by the Required Lenders under the Revolving Facility, be permitted to incur Revolving Loans or any available basket (in reliance upon request the Available Amount, Growth Amount or otherwise) under this Agreementissuance of Letters of Credit during the ten Business Day period referred to above unless and until the Borrower has received the proceeds of such Specified Equity Contribution.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Section 7.01, in the event that the Borrower fails to comply with the requirements of Section 6.22 as of either Financial Covenant, from the end of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter period until the date that is 15 days after expiration of the 10th Business Day following the date the Compliance Certificate is financial statements referred to in Section 5.01(a) or Section 5.01(b), as applicable, are required to be delivered pursuant in respect of such fiscal period for which such Financial Covenant is being measured, if the Borrower receives a Specified Equity Contribution, the Borrower may apply the amount of the net cash proceeds thereof to Section 6.1(e) for increase EBITDA with respect to such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity ; provided that (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vi) in each period of four (4) consecutive fiscal quarter period of the Borrower quarters, there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right a Specified Equity Contribution is exercisedmade, (wii) no more than five Specified Equity Contributions shall be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xiii) the Cure Amount amount of any Specified Equity Contribution shall be no greater more than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from to cause the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of in pro forma compliance with Section 6.22 and 6.13 for any applicable period, (iv) all Specified Equity Contributions shall be disregarded for purposes of determining any baskets, financial ratio-ratio based conditions, calculations or pricing or any available basket (with respect to the covenants contained in reliance upon this Agreement and the calculation of the Available AmountAmount and Required Percentage and (v) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 6.13 for the fiscal quarter in respect of when such Specified Equity Contribution is made (either directly through prepayment or indirectly as a result of the netting of unrestricted cash). Notwithstanding anything to the contrary herein, Growth Amount no Revolving Lender shall be required to fund any Revolving Loans or otherwise) under this Agreementother advance, and no Issuing Bank shall be required to issue any Letter of Credit, at any time during the period beginning on the date the Borrower notifies any Administrative Agent that it intends to make a Specified Equity Contribution and ending on the date the Specified Equity Contribution is made.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of Section 6.22 financial covenants set forth in Sections 6.2 or 6.3 as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution to the Borrower shall have (funded with proceeds of common equity, Qualified Preferred Equity or other equity having terms reasonably acceptable to Agent made or issued by Holdings) during or after the right (last day of such Fiscal Quarter and on or prior to the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 days ten (10) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant for that Fiscal Quarter will, at the irrevocable election of the Borrower (which, in the case of contributions made during the applicable Fiscal Quarter, shall be made prior to Section 6.1(e) for the end of such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”Fiscal Quarter), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenants at the end of such fiscal quarter Fiscal Quarter and applicable any subsequent periods period that include includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of EBITDA, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations a “Specified Equity Contribution”); provided that (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (va) in each consecutive four (4) consecutive fiscal quarter Fiscal Quarter period of the Borrower there shall will be no more than at least two (2) fiscal quarters (which may be consecutive) Fiscal Quarters in which the Cure Right no Specified Equity Contribution is exercisedmade (or, with respect to Specified Equity Contributions made thereafter, deemed made), (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xb) the Cure Amount shall amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such covenants, (c) all Specified Equity Contributions will be disregarded for purposes of complying with Section 6.22the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to EBITDA, (yd) upon there shall be no more than four Specified Equity Contributions made in the Administrative Agent’s receipt aggregate after the Closing Date, (e) one hundred percent (100%) of a notice from the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay the Term Loan pro rata to all Term Lenders, (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with Sections 6.2 and 6.3 for the current Fiscal Quarter and the next three (3) Fiscal Quarters thereafter and (g) the aggregate amount of all Specified Equity Contributions shall not exceed $4,000,000. If with respect to any Fiscal Quarter the Borrower has notified Agent that it intends a Specified Equity Contribution will be made as permitted pursuant to exercise the Cure Right (this Section 6.4 to cure a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate breach under Section 6.1(e) to which 6.2 or Section 6.3 as at the end of such Notice of Intent to Cure relatesFiscal Quarter, none of the Administrative neither Agent nor any Lender shall exercise the have any right to accelerate declare all or any portion of any one or more of the Commitments of any Lender to make Loans or terminate of the Revolving L/C Issuer to Issue Letters of Credit Commitments to be suspended or terminated, declare all or any portion of the unpaid principal amount of any outstanding Loans, interest accrued and neither the Administrative Agent nor unpaid thereon, and all amounts owing or payable hereunder or under any other Lender Loan Document to be due and payable and/or exercise any other rights and remedies available under the Loan Documents or secured party shall exercise applicable law (including, without limitation, any right to foreclose on or take possession of the Collateral Collateral) solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) 7.1 due to failure by the Cure Amount received pursuant Credit Parties to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance comply with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing covenant set forth in Article VI unless and until the time for making such Specified Equity Contribution for such Fiscal Quarter has passed and the breach of Section 6.2 or any available basket (Section 6.3 as at the end of such Fiscal Quarter has not been cured as provided in reliance upon the Available Amount, Growth Amount or otherwise) under this AgreementSection.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in the event that the Borrower fails to comply with the requirements of Section 6.22 as of the end of any relevant 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 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter)) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than at least two (2) fiscal quarters (which may be consecutive) in which the Cure Right is not exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under ARTICLE 6 of this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of financial covenants set forth in Section 6.22 6.2 or 6.3 as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution to Borrower (funded with proceeds of common equity (other than Disqualified Stock) issued by Holdings or the Borrower shall have or other equity issued by Holdings or the right (Borrower having terms reasonably acceptable to Agent) by Holdings or any other equity holder of Borrower after the “Cure Right”) (at any time during last day of the applicable Fiscal Quarter with respect to which such fiscal quarter covenants are being tested and on or thereafter until prior to the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (Fiscal Quarter will, at the “Cure Amount”)irrevocable election of Borrower, and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenants at the end of such fiscal quarter Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided, that (a) notice of the Borrower’s intent to make a Specified Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarterFiscal Quarter, (b) in each consecutive four Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with the financial covenants in Section 6.2 and 6.3, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by an amount equal reference to EBITDA, (e) there shall be no more than five (5) Specified Equity Contributions made in the Cure Amount. Ifaggregate after the Restatement Effective Date, after giving effect (f) the proceeds received by Borrower from all Specified Equity Contributions shall be promptly used by Borrower to prepay the foregoing recalculations Term Loans and (but notg) any Indebtedness prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the financial covenants in Section 6.2 and 6.3 for the current Fiscal Quarter (but, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewithnot the next three Fiscal Quarters thereafter), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratioARTICLE VII -based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE Agreement (including Article 7), in upon an Event of Default as a result of the event that the Borrower fails Borrower’s failure to comply with the requirements of Section 6.22 as of the end of any relevant fiscal quarter6.15(a) above, the Borrower shall have the right (the “Cure Right”) to issue equity (at any time which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) during such fiscal quarter Fiscal Quarter or thereafter until the date that is 15 days Business Days after the date the Compliance Certificate is that financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 6.1(e5.01(a) or (b)) for such fiscal quarter) to issue common Equity Interests for cash Cash or otherwise receive cash Cash contributions to its common in respect of such equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 6.15(a) shall be recalculated giving effect to the following pro forma adjustment: Consolidated Adjusted EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated Adjusted EBITDA”), solely for the purposes of determining compliance with Section 6.22 6.15(a) hereof, including determining compliance with Section 6.22 6.15(a) hereof as of the end of such fiscal quarter Fiscal Quarter and applicable subsequent periods that include such fiscal quarterFiscal Quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 6.15(a) shall be satisfied, then the requirements of Section 6.22 6.15(a) shall be deemed satisfied as of the end of the relevant fiscal quarter 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 6.22 6.15(a) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vi) in each four (4) consecutive fiscal quarter Fiscal Quarter period of the Borrower there shall be no more than at least two (2) fiscal quarters (which may be consecutive) Fiscal Quarters in which the Cure Right is not exercised, (wii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xiii) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.226.15(a), (yiv) upon the Administrative Agent’s receipt of a written notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day Business Day following the date of delivery of that financial statements for the Compliance Certificate under Section 6.1(e) Fiscal Quarter to which such Notice of Intent to Cure relatesrelates are required to be delivered, none of neither the Administrative Agent (or any sub agent therefore) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and neither none of the Administrative Agent (or any sub-agent therefor) nor any other Lender or secured party any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of an such Event of Default having occurred and being continuing under Section 6.22 6.15(a) and (zv)(A) during any Test Period in which the Cure Amount received is included in the calculation of Consolidated Adjusted EBITDA pursuant to any exercise of the Cure Right Right, such Cure Amount shall be counted only solely as an increase to Consolidated Adjusted EBITDA (and solely not as a reduction to Indebtedness (directly through repayment or indirectly through netting) in the Fiscal Quarter during which such Cure Amount is contributed) for the purpose of determining the Borrower’s compliance with Section 6.22 6.15(a) and (B) the Cure Amount shall be disregarded for any other purpose, including for purposes of determining the satisfaction of any financial ratio-based conditionscondition, pricing or pricing, the availability of any available basket (in reliance upon under Article 6 of this Agreement and determination of the Available Amount and Available Excluded Contribution Amount, Growth Amount or otherwise) under this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8.1, solely for the purpose of determining whether an Event of Default has occurred under the financial covenant set forth in Section 6.7 (the event that the Borrower fails to comply with the requirements of Section 6.22 “Financial Covenant”) as of the end of and for any relevant fiscal quarterTest Period ending on the last day of any Fiscal Quarter (such Fiscal Quarter, a “Cure Quarter”), the Borrower then existing direct or indirect equity holders of Holdings shall have the right to make an equity contribution, directly or indirectly (which equity shall be common equity or otherwise in a form reasonably acceptable to the “Requisite Lenders) in Holdings in cash, which Holdings shall contribute, directly or indirectly, to the Borrower in cash (which equity shall be common equity in such Borrower or otherwise in a form reasonably acceptable to the Requisite Lenders) on or after the last day of such Cure Right”Quarter and on or prior to the fifteenth (15th) (at any time during such fiscal quarter or thereafter until the date that is 15 days Business Day after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e5.1(a) for or 5.1(b), as applicable, with respect to such fiscal quarter) Cure Quarter (the “Cure Expiration Date”), and all such cash will be used by the Borrower to issue common prepay the Loans (any such equity contribution, an “Equity Interests for cash or otherwise receive cash contributions to its common equity (Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”). All Equity Cure Contributions shall be disregarded for all purposes of this Agreement (including determining any baskets conditioned upon meeting a leverage ratio contained herein and in the other Credit Documents); provided, and thereupon that, any such Equity Cure Contributions shall be included in Consolidated EBITDA for the Borrower’s purpose of determining compliance with Section 6.22 the Financial Covenant for the applicable Cure Quarter and each fiscal quarter thereafter in a Test Period that includes the Cure Quarter. There shall be recalculated giving effect to the following no pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding reduction in Indebtedness with the absence proceeds of an addback in the definition of “Consolidated EBITDA”), solely Equity Cure Contribution for the purposes of determining compliance with the Financial Covenant or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, for the applicable Cure Quarter. In each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no cure set forth in this Section 6.22 hereof8.3 is made. The cure rights set forth in this Section 8.3 may not be exercised with respect to more than four fiscal quarters during the term of this Agreement. Notwithstanding anything to the contrary contained in Section 8.1, including determining upon receipt of the Cure Amount by Holdings and the subsequent contribution in cash to the Borrower (which equity contribution shall not be Disqualified Equity Interests in the Borrower) and corresponding prepayment of Loans by the Borrower in at least the amount necessary to cause the Borrower to be in compliance with Section 6.22 hereof the Financial Covenant as of the end of and for the Test Period ending on the last day of such Cure Quarter, the Financial Covenant will be deemed satisfied and complied with as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter Quarter with the same effect as though there had been no failure to comply therewith at with the Financial Covenant for such date, Cure Quarter and any Default or Event of Default under the applicable breach or default of Section 6.22 that had occurred shall Financial Covenant for such Cure Quarter will be deemed cured for the purposes of this Agreement. Notwithstanding anything herein not to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required have occurred for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this AgreementDocuments.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE Agreement (including Article 7), in upon an Event of Default as a result of the event that the Borrower fails Borrowers’ failure to comply with the requirements of Section 6.22 as of the end of any relevant fiscal quarter6.16(a) above, the Borrower Holdings shall have the right (the “Cure Right”) (at any time during the final Fiscal Quarter of the applicable Test Period or on or after the last day of such fiscal quarter or thereafter Fiscal Quarter until the date that is 15 days 10 Business Days after the date the Compliance Certificate is that financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 6.1(e5.01(a) for such fiscal quarteror (b)) to issue Capital Stock (which shall be common Equity Interests equity, Qualified Capital Stock or other Capital Stock (such other Capital Stock to be on terms reasonably acceptable to the Administrative Agent)) for cash Cash or otherwise receive cash Cash contributions to its common equity in respect of such Capital Stock (the “Cure Amount”), and thereupon the Borrower’s Borrowers’ compliance with Section 6.22 6.16(a) shall be recalculated giving effect to the following pro forma adjustment: Consolidated Adjusted EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated Adjusted EBITDA”), solely for the purposes of determining compliance with Section 6.22 6.16(a) hereof, including determining compliance with Section 6.22 6.16(a) hereof as of the end of such fiscal quarter Fiscal Quarter and applicable subsequent periods that include such fiscal quarterFiscal Quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment reduction of Indebtedness in connection therewith), the requirements of Section 6.22 6.16(a) shall be satisfied, then the requirements of Section 6.22 6.16(a) shall be deemed satisfied as of the end of the relevant fiscal quarter 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 6.22 6.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vi) in each four (4) consecutive fiscal quarter Fiscal Quarter period of the Borrower Borrowers there shall be no more than at least two (2) fiscal quarters (which may be consecutive) in Fiscal Quarters with respect to which the Cure Right is not exercised, (wii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xiii) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.226.16(a), (yiv) upon the Administrative Agent’s receipt of a written notice from the Borrower Representative that it intends the Borrowers intend to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day 10th Business Day following the date of delivery of that financial statements for the Compliance Certificate under Section 6.1(e) Fiscal Quarter to which such Notice of Intent to Cure relatesrelates are required to be delivered pursuant to Section 5.01(a) or (b), none of neither the Administrative Agent (or any sub agent therefore) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and neither none of the Administrative Agent (or any sub-agent therefor) nor any other Lender or secured party any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of an such Event of Default having occurred and being continuing under Section 6.22 and 6.16(a), (zv) during any Test Period in which the Cure Amount received is included in the calculation of Consolidated Adjusted EBITDA pursuant to any exercise of the Cure Right Right, such Cure Amount shall be counted only solely as an increase to Consolidated Adjusted EBITDA (and solely not as a reduction to Indebtedness (directly through repayment or indirectly through netting)) for the purpose of determining the Borrowers’ compliance with Section 6.22 6.16(a) and shall be disregarded for any other purpose, including for purposes of determining the satisfaction of any financial ratio-based conditionscondition, pricing or the availability of any available basket under Article 6 of this Agreement and (vi) no Revolving Lender, Swingline Lender or Issuing Bank shall be required to make any Revolving Loan or Swingline Loan or issue any Letter of Credit hereunder, if an Event of Default under the covenant set forth in reliance upon Section 6.16(a) has occurred and is 150 continuing, during the Available Amount10 Business Day period during which Holdings may exercise a Cure Right, Growth unless and until the Cure Amount or otherwise) under this Agreementis actually received.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 7.1 as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution to Borrower (funded with the proceeds of common equity issued by the Borrower shall have or other equity issued by the right (Borrower having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Stock) after the “Cure Right”) (at any time during last day of such fiscal quarter Fiscal Quarter and on or thereafter until prior to the date day that is 15 days fifteen (15) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant for that Fiscal Quarter will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant in Section 7.1 at the end of such Fiscal Quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of Borrower’s intent to Section 6.1(eaccept a Specified Equity Contribution shall be delivered by the Borrower no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, (b) for in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity financial covenant (the “Cure Amount”), and thereupon (d) all Specified Equity Contributions will be disregarded for purposes of the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”)for all other purposes, solely for the purposes of including calculating basket levels, pricing, determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter incurrence based or pro forma calculations or conditions and applicable subsequent periods that include such fiscal quarter, any other items governed by an amount equal reference to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contraryConsolidated EBITDA, (ve) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) timesSpecified Equity Contributions made in the aggregate after the Closing Date, and (xf) the Cure Amount there shall be no greater than pro forma or other reduction in Consolidated Total Net Indebtedness (through either netting of cash or prepayment of Indebtedness) in connection with any Specified Equity Contribution (or the amount required application of the proceeds thereof) for purposes determining compliance with each financial covenant under Article VII for the periods including the Cure Quarter unless actually utilized to pay down the Term Loans; provided that there shall be no de-leveraging credit for the period ending on the last day of complying with Section 6.22, (y) upon the Administrative Cure Quarter in respect of which the equity cure is exercised. Upon the Agent’s receipt of a notice from the Borrower that it intends of its intent to exercise make a Specified Equity Contribution pursuant to this Section 7.4 no later than the Cure Right (a “Notice of Intent day on which financial statements are required to Cure”)be delivered for the applicable Fiscal Quarter, then, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(ethat is fifteen (15) to which Business Days after such Notice of Intent to Cure relatesdate, none of the Administrative neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise Sections 7.1 in respect of the Cure Right period ending on the last day of such Fiscal Quarter; provided that in no event shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining Lenders have any financial ratio-based conditions, pricing or obligation to fund any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this AgreementLoan until such Specified Equity Contribution is made.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Loan Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 6.03 as of the end last day of any relevant fiscal quarterperiod of the Borrower, any cash equity contribution to the Borrower shall have (funded with proceeds of common equity issued by the right Borrower) after the last day of such fiscal period and on or prior to the day that is ten (10) Business Days after the date on which financial statements are required to be delivered for such fiscal period (the “Cure RightExpiration Date”) (will, at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenant at the end of such fiscal quarter and applicable any subsequent periods period that include includes such fiscal quarterquarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of the Borrower’s intent to make a Specified Equity Contribution shall be delivered by an amount equal the Borrower to the Cure Amount. If, after giving effect Administrative Agent no later than the day on which financial statements are required to the foregoing recalculations (but not, be delivered for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant applicable 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 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e(b) to in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which such Notice of Intent to Cure relatesno Specified Equity Contribution is made, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (zc) the Cure Amount received pursuant amount of any Specified Equity Contribution will be no greater than the amount required to any exercise of cause the Cure Right shall Loan Parties to be counted only as Consolidated EBITDA and solely for the purpose of in compliance with Section 6.22 and shall such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of determining any financial ratio-based conditionsthe calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, and shall not be treated as reducing outstanding Debt for such fiscal period (if applied to repay Debt) or increasing cash or Cash Equivalents for purposes of cash netting in the Consolidated Debt to Consolidated EBITDA Ratio (provided that such limitations shall not apply in subsequent fiscal quarters), (e) there shall be no more than three (3) Specified Equity Contributions made in the aggregate after the Closing Date. Upon delivery by the Borrower to the Administrative Agent of a Notice of Intent to Cure, (x) the Administrative Agent and the Lenders may not exercise any available basket rights or remedies under Section 8.02 or under any other Loan Document on the basis of any actual or purported Event of Default under Section 6.03 until and unless the Cure Expiration Date has occurred without the receipt by the Borrower of the Specified Equity Contribution and (in reliance upon y) the Available Amount, Growth Amount Borrower shall not be permitted to request or otherwise) under this Agreementreceive any Credit Extension until receipt by the Borrower of the Specified Equity Contribution.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8.1, solely for the purpose of determining whether an Event of Default has occurred under the financial covenant set forth in Section 6.7 (the event that the Borrower fails to comply with the requirements of Section 6.22 “Financial Covenant”) as of the end of and for any relevant fiscal quarterTest Period ending on the last day of any Fiscal Quarter (such Fiscal Quarter, a “Cure Quarter”), the Borrower then existing direct or indirect equity holders of Holdings shall have the right to make an equity contribution, directly or indirectly (which equity shall be common equity or any other Permitted Equity Issuance) in Holdings in cash, which Holdings shall contribute, directly or indirectly, to the “Borrower in cash (which equity shall be common equity in such Borrower or any other Permitted Equity Issuance) on or after the last day of such Cure Right”Quarter and on or prior to the fifteenth (15th) (at any time during such fiscal quarter or thereafter until the date that is 15 days Business Day after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e5.1(a) for or 5.1(b), as applicable, with respect to such fiscal quarter) Cure Quarter (the “Cure Expiration Date”), and all such cash will be used by the Borrower to issue common prepay the Loans (any such equity contribution, an “Equity Interests for cash or otherwise receive cash contributions to its common equity (Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”). All Equity Cure Contributions shall be disregarded for all purposes of this Agreement (including determining any baskets conditioned upon meeting a leverage ratio contained herein and in the other Credit Documents); provided, and thereupon that, any such Equity Cure Contributions shall be included in Consolidated EBITDA for the Borrower’s purpose of determining compliance with Section 6.22 the Financial Covenant for the applicable Cure Quarter and each fiscal quarter thereafter in a Test Period that includes the Cure Quarter. There shall be recalculated giving effect to the following no pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding reduction in Indebtedness with the absence proceeds of an addback in the definition of “Consolidated EBITDA”), solely Equity Cure Contribution for the purposes of determining compliance with the Financial Covenant for the purpose of determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, for the applicable Cure Quarter. In each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no cure set forth in this Section 6.22 hereof8.3 is made. The cure rights set forth in this Section 8.3 may not be exercised with respect to more than four fiscal quarters during the term of this Agreement. Notwithstanding anything to the contrary contained in Section 8.1, including determining upon receipt of the Cure Amount by Holdings and the subsequent contribution in cash to the Borrower (which equity contribution shall not be Disqualified Equity Interests in the Borrower) and corresponding prepayment of Loans by the Borrower in at least the amount necessary to cause the Borrower to be in compliance with Section 6.22 hereof the Financial Covenant as of the end of and for the Test Period ending on the last day of such Cure Quarter, the Financial Covenant will be deemed satisfied and complied with as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter Quarter with the same effect as though there had been no failure to comply therewith at with the Financial Covenant for such date, Cure Quarter and any Default or Event of Default under the applicable breach or default of Section 6.22 that had occurred shall Financial Covenant for such Cure Quarter will be deemed cured for the purposes of this Agreement. Notwithstanding anything herein not to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required have occurred for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this AgreementDocuments.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Agreement, for purposes of determining compliance with the financial covenants set forth in this Section 6.29 and not for any other purpose, cash equity contributions (which equity shall be common equity or otherwise in a form reasonably acceptable to the event that Agent) made by Riverstone Holdings to the Borrower fails to comply with after the requirements of Section 6.22 as beginning of the end of any relevant fiscal quarter, Fiscal Quarter on or prior to the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 days ten (10) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered for such Fiscal Quarter pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (6.1 will, at the “Cure Amount”), and thereupon request of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the Interest Coverage Ratio and Leverage Ratio at the end of such fiscal quarter and applicable subsequent periods that which include such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of EBITDA, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewitha “Specified Equity Contribution”), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary; provided that, (va) in each four consecutive Fiscal Quarter periods, there shall be at least two Fiscal Quarters in respect of which no Specified Equity Contribution is made, (4b) consecutive fiscal quarter period of the Borrower there shall be no more than two four Specified Equity Contributions prior to the Facility Termination Date, and (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount amount of any Specified Equity Contribution shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from to cause the Borrower that it intends to exercise be in pro forma compliance with the Cure Right (a “Notice of Intent to Cure”)Interest Coverage Ratio and Leverage Ratio; provided that, notwithstanding the foregoing, until the 15th day following cash from such Specified Equity Contribution is received by the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relatesBorrower, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right there shall be counted only as Consolidated EBITDA no additional Advances made and solely for the purpose no additional Letters of compliance with Section 6.22 and Credit shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) issued under this Agreement.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8.01, but subject to Section 8.03(b), solely for the purpose of determining whether an Event of Default has occurred under the financial covenant set forth in Section 6.08 (the event that the Borrower fails to comply with the requirements of Section 6.22 “Financial Covenant”) as of the end of and for any relevant Test Period ending on the last day of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), the Borrower then existing direct or indirect equity holders of Holdings shall have the right to make an equity investment or shareholder loan (to the “extent such shareholder loan is subject to the terms and provisions of the Subordination Agreement in all respects), directly or indirectly, (which equity contribution shall not be Disqualified Capital Stock) in Holdings in cash, which Holdings shall contribute, directly or indirectly, to the Borrower in cash (which equity contribution shall not be Disqualified Capital Stock) on or after the first day of such Cure Right”) (at any time during such fiscal quarter Quarter and on or thereafter until prior to the date that is 15 days fifteenth Business Day after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e5.01(a) or (b), as applicable, with 190 respect to such Cure Quarter or the fiscal year ending on the last day of such Cure Quarter, as applicable (the “Cure Expiration Date”), and such cash will, together with any Eligible Equity Issuances which have been included in clause (c) of the Cumulative Amount (to the extent Not Otherwise Applied), in each case, if so designated by Holdings, be included in the calculation of Consolidated EBITDA for purposes of determining compliance with the Financial Covenant as of the end of and for the Test Period ending on the last day of such Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarter) to issue common quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Interests for cash or otherwise receive cash contributions to its common equity (Cure Contribution,” and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that such Equity Cure Contribution is Not Otherwise Applied (other than, and thereupon for the Borrower’s compliance with avoidance of doubt pursuant to this Section 6.22 8.03(a)). All Equity Cure Contributions shall be recalculated giving effect to disregarded for all purposes of this Agreement other than inclusion in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes purpose of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof the Financial Covenant as of the end of and for the Test Period ending on the last day of such Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarter quarters, including being disregarded for purposes of the determination of the Cumulative Amount and applicable subsequent periods that include such fiscal quarter, by an amount equal all components thereof and any baskets or other ratios with respect to the covenants contained in Article VI (other than Section 6.08). There shall be no pro forma reduction in Consolidated Total Funded Indebtedness (by netting or otherwise) with the proceeds of any Equity Cure Amount. If, after giving effect Contribution for determining compliance with the Financial Covenant under Section 6.08 as of and for the Test Period ending on the last day of the Cure Quarter; provided that such Equity Cure Contribution shall reduce Consolidated Total Funded Indebtedness in future fiscal quarters to the foregoing recalculations extent used to prepay any applicable Indebtedness. Notwithstanding anything to the contrary contained in Section 8.01, (but not, for A) upon receipt of the avoidance of doubt, taking into account any immediate repayment of Indebtedness Cure Amount by Holdings (and the subsequent contribution in connection therewithcash to the Borrower (which equity contribution shall not be Disqualified Capital Stock in the Borrower), ) in at least the requirements of Section 6.22 shall amount necessary to cause the Borrower to be satisfied, then in compliance with the requirements of Section 6.22 shall be deemed satisfied Financial Covenant as of the end of and for the relevant fiscal quarter Test Period ending on the last day of such Cure Quarter, the Financial Covenant under Section 6.08 shall be deemed satisfied and complied with as of the end of and for such Test Period with the same effect as though there had been no failure to comply therewith at such datewith the Financial Covenant under Section 6.08, and any Default or Event of Default related to any failure to comply with the applicable breach or default of Section 6.22 that had occurred Financial Covenant shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein not to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required have occurred for purposes of complying with Section 6.22the Loan Documents, and (yB) upon receipt by the Administrative Agent’s receipt Agent of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”)) and through the Cure Expiration Date: (i) no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such failure is not cured by the making of an Equity Cure Contribution on or prior to the Cure Expiration Date, (ii) the Borrower shall not be permitted to borrow Revolving Loans or Swing Line Loans and Letters of Credit shall not be issued or renewed unless and until the 15th day following the date Equity Cure Contribution is made or all existing Events of delivery of the Compliance Certificate under Section 6.1(eDefault are waived or cured, (iii) to which such Notice of Intent to Cure relates, none of the Administrative Agent, the Collateral Agent nor or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans Loans, to terminate Commitments or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under as a result of a violation of Section 6.22 6.08, unless the Equity Cure Contribution is not made on or before the Cure Expiration Date and (ziv) if the Equity Cure Contribution is not made on or before the Cure Amount received Expiration Date, such Event of Default or potential Event of Default shall spring into existence after such time and the Administrative Agent, the Collateral Agent and any Lender may take any actions or remedies pursuant to any exercise of this Agreement and the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementother Loan Documents.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Article IX, in the event that the Borrower fails (or, but for the operation of this Section 9.04, would fail) to comply with the requirements of Section 6.22 financial covenants set forth in Sections 8.11(a) and (b) as of the end last day of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during after such fiscal quarter or thereafter last day until the date day that is 15 days Business Days after the date the Compliance Certificate for such fiscal quarter is required to be delivered pursuant to Section 6.1(e7.02(a) for such fiscal quarter) (the “Cure Period”), the Borrower shall have the right to issue common Equity Interests (other than Disqualified Equity Interests) for cash or otherwise receive cash contributions to its common equity capital (collectively, the “Cure Right”), which cash shall be promptly applied by the Borrower to make a mandatory prepayment of Term Loans in accordance with Section 2.05(b)(vii) (such applied amount, the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 such financial covenants shall be recalculated giving effect to the following pro forma adjustment: by increasing Consolidated EBITDA shall be increased (notwithstanding in the absence case of an addback the covenant set forth in Section 8.11(a) or increasing the amount calculated pursuant to clause (ii) of the definition of “Consolidated EBITDA”Debt Service Coverage Ratio (in the case of the covenant set forth in Section 8.11(b)), as applicable, with respect to such fiscal quarter, solely for the purposes purpose of determining compliance with Section 6.22 hereofmeasuring such financial covenants and not for any other purpose under this Agreement (including, including determining compliance with Section 6.22 hereof as but not limited to, determination of any applicable margin or fee or the end availability or amount of such fiscal quarter and applicable subsequent periods that include such fiscal quarterany covenant basket or in calculating any other test based on the Consolidated Leverage Ratio or Debt Service Coverage Ratio), by an amount equal to the Cure Amount; provided, that, (i) in each four-fiscal-quarter period there shall be no more than two fiscal quarters in which the Cure Right is exercised, and the Cure Right shall not be exercised in consecutive fiscal quarters, (ii) no more than four Cure Rights will be exercised in the aggregate during the term of this Agreement, (iii) for purposes of this Section 9.04, the Cure Amount shall be no greater than the amount required for purposes of complying with the applicable financial covenants and (iv) for the avoidance of doubt, in recalculating the applicable financial covenants as set forth above, there shall be no pro forma effect given to any reduction of Term Loans with the Cure Amount in such recalculation of the financial covenants. If, after giving effect to the foregoing recalculations adjustments in this Section 9.04, the Borrower shall then be in compliance with the requirements of the financial covenants set forth in Sections 8.11(a) and (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewithb), the requirements of Section 6.22 Borrower shall be satisfied, then deemed to have satisfied the requirements of Section 6.22 shall be deemed satisfied such financial covenants as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither none of the Administrative Agent nor or any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the earlier of (x) the expiration of the Cure Period and (y) the Borrower notifying the Administrative Agent that it will not exercise its Cure Right, solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) with respect to a failure to comply with the Cure Amount received pursuant to any exercise requirement of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with covenants set forth in Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing 8.11(a) or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementb).

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 7.1(b) or any other provision herein, in the event that the Borrower fails Credit Parties fail to comply with the requirements of Section 6.22 as of any Financial Covenant, then at any time after the end of the Fiscal Quarter for which such covenant is being measured until the expiration of the tenth (10th) Business Day after the date on which financial statements with respect to such Fiscal Quarter are initially required to be delivered pursuant to Section 4.1(a) or 4.1(b) (the “Cure Period”), any relevant fiscal quarter, of the Sponsors or the other direct or indirect equityholders of the Borrower shall have the irrevocable right to make a direct or indirect equity investment in the Borrower in cash in the form of Qualified Stock (the “Cure Right”) (at any time during such fiscal quarter or thereafter until equity contribution included (as described in this Section 7.6) in the date calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided, that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity Borrower shall have provided irrevocable notice (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which Agent that such investment amounts shall be designated as a “Specified Equity Contribution” (it being understood that to the extent such Notice of Intent to Cure relatesis provided in advance of delivery of a Compliance Certificate for the applicable period, none the amount of such Net Cash Proceeds that is designated as a Specified Equity Contribution may be lower than specified in such notice to the Administrative Agent nor extent that the amount necessary to cure any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 6.1 is less than the full amount of such originally designated amount), and (z) upon the Cure Amount received receipt by the Borrower of net cash proceeds pursuant to any the exercise of the Cure Right Specified Equity Contribution, the Financial Covenants shall be counted only as recalculated, giving effect to a pro forma increase to Consolidated EBITDA and for such Test Period in an amount equal to such Specified Equity Contribution; provided, further, that such pro forma adjustment to Consolidated EBITDA shall be given solely for the purpose of compliance determining the existence of a Default or an Event of Default under the Financial Covenants with Section 6.22 respect to such Test Period and shall be disregarded any subsequent Test Period that includes the Fiscal Quarter for which such Specified Equity Contribution was exercised and not for any other purpose under any Loan Document (including for purposes of determining addbacks based on a percentage of Consolidated EBITDA in accordance with the definition thereof, any financial ratio-based conditionsother items governed by reference to Consolidated EBITDA, pricing pricing, mandatory prepayments and the availability or amount permitted pursuant to any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) covenant under this AgreementArticle V).

Equity Cure. Notwithstanding anything At any time after delivery of the quarterly financial statements and Compliance Certificate to the contrary contained Agent in this ARTICLE 7accordance with Section 4.1, in the event that the Borrower fails Credit Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 6.3 as of the end last day of any relevant fiscal quartercalendar quarter any cash equity contribution to Holdings funded with proceeds of Permitted Cure Securities (any such equity contribution so included in the calculation of EBITDA as provided below in this Section 6.5, the Borrower shall have the right (the a “Cure RightSpecified Equity Contribution”) (at any time during after the last day of such fiscal calendar quarter and on or thereafter until prior to the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant with respect to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (that calendar quarter will, at the “Cure Amount”)irrevocable election of Borrower Representative, and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with the covenant set forth in Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of 6.3 at the end of such fiscal calendar quarter and any subsequent period that includes such calendar quarter (the “Cure Right”); provided that (a) notice of Holdings’ intent to accept a Specified Equity Contribution shall be delivered by Borrower Representative no later than the day on which financial statements are required to be delivered with respect to the applicable subsequent periods that include such fiscal calendar quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vb) in each consecutive four (4) consecutive fiscal calendar quarter period of the Borrower there shall will be no more than at least two (2) fiscal calendar quarters (which may be consecutive) in which the no Cure Right is exercised, (wc) during the term amount of this Agreementany Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and shall be deemed to not result in an increase in cash, (e) the Cure Right shall be exercised no more than five (5) times in the aggregate after the Closing Date, (f) the Cure Right shall not be exercised more than five in any two (52) times, consecutive calendar quarters and (xg) the Cure Amount proceeds received by Holdings from all Specified Equity Contributions shall be no greater than the amount required for purposes of complying promptly used by Credit Parties to prepay Term Loans in accordance with Section 6.22, (y2.1(a)(ii)(B)(v) upon of the Administrative Affiliated Credit Agreement. Upon Agent’s receipt of a notice from the Borrower that it intends Representative of its election to exercise the Cure Right (a “Notice of Intent pursuant to Cure”)this Section 6.5 no later than the day on which financial statements are required to be delivered for the applicable calendar quarter, then, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(ethat is ten (10) to which days after such Notice of Intent to Cure relatesdate, none of the Administrative neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Loan Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise Sections 6.3 in respect of the Cure Right shall be counted only as Consolidated EBITDA and solely for period ending on the purpose last day of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementsuch calendar quarter.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails to comply with Section 9.01(a) for any four fiscal quarter period, then until the requirements of Section 6.22 as expiration of the end fifteenth (15th) Business Day following delivery of any relevant financial statements with respect to the applicable fiscal quarterquarter or fiscal year ending on the last day of such period, the Borrower shall have be permitted to cure such failure to comply by requesting that such financial covenant be recalculated by increasing EBITDA of the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, most recently ended by an amount equal to cash equity contributions (which shall be in the Cure Amountform of common equity or, if on terms and conditions reasonably acceptable to the Administrative Agent, preferred equity) received by Borrower from its equity holders needed to bring the Borrower in compliance with Section 9.01(a). If, after giving effect to the foregoing recalculations (but notrecalculations, for the avoidance Borrower shall then be in compliance with the requirements of doubt, taking into account any immediate repayment of Indebtedness the financial covenant set forth in connection therewithSection 9.01(a), the requirements of Section 6.22 Borrower shall be satisfied, then deemed to have satisfied the requirements of Section 6.22 shall be deemed satisfied such applicable financial covenant as of the end relevant earlier required date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 any such covenant that had occurred shall be deemed cured for the purposes of this AgreementAgreement and the other Loan Documents. Notwithstanding anything herein to The Borrower may not exercise the contrary, equity cure right described in this Section 9.01(c) more than (vi) twice in each any period of four (4) consecutive fiscal quarter period of the Borrower there shall be no quarters or (ii) more than two four (24) fiscal quarters (which may be consecutive) times in which the Cure Right is exercised, (w) aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes . The proceeds of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans equity issuance or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right capital contributions shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with the financial covenant set forth in Section 6.22 9.01(a) and shall not be disregarded included for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementother purpose hereunder.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that (a) the Borrower fails “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 9.1 as of the end last day of any relevant fiscal quarterquarter for which such covenant is tested, any cash equity contribution to the Borrower shall have after the right (the “Cure Right”) (at any time during last day of such fiscal quarter and on or thereafter until prior to the date day that is 15 10 days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 6.1(e) for 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to issue common Equity Interests for cash or otherwise receive cash contributions cause the Loan Parties to its common equity be in compliance with such financial covenants (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (viv) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any financial ratio-based conditions, pricing other items governed by reference to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any available basket (in reliance upon provision under Article IX for the Available Amount, Growth Amount or otherwise) under this Agreementperiod ending on the last day of the applicable Cure Quarter.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Agreement, for purposes of determining compliance with the financial covenants set forth in this Section 6.29 and not for any other purpose, cash equity contributions (which equity shall be common equity or otherwise in a form reasonably acceptable to the event that Agent) made by Riverstone Holdings to the Borrower fails to comply with after the requirements of Section 6.22 as beginning of the end of any relevant fiscal quarter, Fiscal Quarter on or prior to the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 days 10 Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered for such Fiscal Quarter pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (6.1 will, at the “Cure Amount”), and thereupon request of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the Interest Coverage Ratio and Leverage Ratio at the end of such fiscal quarter and applicable subsequent periods that which include such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of EBITDA, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations a “Specified Equity Contribution”); provided that (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (va) in each four consecutive Fiscal Quarter periods, there shall be at least two Fiscal Quarters in respect of which no Specified Equity Contribution is made, (4b) consecutive fiscal quarter period of the Borrower there shall be no more than two four Specified Equity Contributions prior to the Facility Termination Date and (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount amount of any Specified Equity Contribution shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from to cause the Borrower that it intends to exercise be in pro forma compliance with the Cure Right (a “Notice of Intent to Cure”)Interest Coverage Ratio and Leverage Ratio; provided that, notwithstanding the foregoing, until the 15th day following cash from such Specified Equity Contribution is received by the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relatesBorrower, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right there shall be counted only as Consolidated EBITDA no additional Advances made and solely for the purpose no additional Letters of compliance with Section 6.22 and Credit shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) issued under this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of financial covenants set forth in Section 6.22 6.2 or 6.3 as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution to Borrower (funded with proceeds of common equity (other than Disqualified Stock) issued by Holdings or the Borrower shall have or other equity issued by Holdings or the right (Borrower having terms reasonably acceptable to Agent) by Holdings or any other equity holder of Borrower after the “Cure Right”) (at any time during last day of the applicable Fiscal Quarter with respect to which such fiscal quarter covenants are being tested and on or thereafter until prior to the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (Fiscal Quarter will, at the “Cure Amount”)irrevocable election of Borrower, and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenants at the end of such fiscal quarter Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided, that (a) notice of the Borrower’s intent to make a Specified Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarterFiscal Quarter, (b) in each consecutive four Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with the financial covenants in Section 6.2 and 6.3, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by an amount equal reference to EBITDA, (e) there shall be no more than five (5) Specified Equity Contributions made in the Cure Amount. Ifaggregate after the Restatement Effective Date, after giving effect (f) the proceeds received by Borrower from all Specified Equity Contributions shall be promptly used by Borrower to prepay the foregoing recalculations Term Loans and (but notg) any Indebtedness prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the financial covenants in Section 6.2 and 6.3 for the current Fiscal Quarter (but, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewithnot the next three Fiscal Quarters thereafter), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails to comply with the requirements of Section 6.22 as the Consolidated Total Net Leverage Ratio covenant or the Consolidated Fixed Charge Coverage Ratio covenant set forth above, then during the period commencing immediately following the last day of the end of any relevant applicable fiscal quarterquarter with respect to which such financial covenants are being tested and on or prior to the tenth day after the day on which financial statements are required to be delivered for such fiscal quarter (the “Equity Cure Period”), the Borrower Sponsor and its Affiliates shall have the right to make an equity investment (in the “Cure Right”form of Qualified Equity) (at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”)in Holdings in cash, and thereupon such cash will, at the irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), solely Adjusted EBITDA and Pro Forma Consolidated Adjusted EBITDA for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenants at the end of such fiscal quarter and the subsequent three fiscal quarters (all such equity investments made during any Equity Cure Period, collectively, a “Qualified Equity Investment”); provided, that (i) the proceeds of any such Qualified Equity Investment are actually received by Holdings during the applicable subsequent periods Equity Cure Period and applied by the Borrower in prepayment of the Loans in accordance with Section 2.04(b)(iv) (provided, however, that include such prepayments shall be disregarded, and the Loans so prepaid shall be deemed to remain outstanding, for the purposes of determining compliance with such covenants at the end of such fiscal quarterquarter and the subsequent three fiscal quarters), (ii) Qualified Equity Investments shall not be made more than two times during the term of this Agreement, (iii) Qualified Equity Investments shall not be made in any two consecutive fiscal quarters, (iv) the amount of any such Qualified Equity Investment shall be no greater than the amount required to cause the Borrower to be in compliance with the applicable financial covenants in this Section 7.11, and (v) any Qualified Equity Investment shall be included in the calculation of Consolidated Adjusted EBITDA and Pro Forma Consolidated Adjusted EBITDA solely for the purpose of determining compliance with all applicable financial covenants and for no other purpose (including calculating any basket levels, pricing or other items governed by an amount equal reference to the Cure AmountConsolidated Adjusted EBITDA or Pro Forma Consolidated Adjusted EBITDA). If, after giving effect to the foregoing recalculations (but notpro forma adjustment, for the avoidance of doubtBorrower is in compliance with the applicable financial covenants set forth in Section 7.11, taking into account any immediate repayment of Indebtedness in connection therewith), then the Borrower shall be deemed to have satisfied the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied 7.11 as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply therewith at on such date, and the applicable breach or default of Section 6.22 7.11 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein The parties hereby acknowledge that this Section shall not result in any adjustment to any amounts other than the contrary, (v) in each four (4) consecutive fiscal quarter period amounts of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated Adjusted EBITDA and solely for the purpose of compliance with Pro Forma Consolidated Adjusted EBITDA referred to in this Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement7.11(c).

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of Section 6.22 financial covenants set forth in this Article VI as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution to Borrower (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings not constituting Disqualified Stock) on or prior to the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (that Fiscal Quarter will, at the “Cure Amount”), and thereupon irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenants at the end of such fiscal quarter Fiscal Quarter and applicable any subsequent periods period that include includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of EBITDA, by an amount equal a “Specified Equity Contribution”); provided that (a) notice of Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the Cure Amount. If, after giving effect day on which financial statements are required to the foregoing recalculations (but not, be delivered for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contraryFiscal Quarter, (vb) in each consecutive four (4) consecutive fiscal quarter Fiscal Quarter period of the Borrower there shall will be no more than at least two (2) fiscal quarters (which may be consecutive) Fiscal Quarters in which the Cure Right no Specified Equity Contribution is exercisedmade, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount shall amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of complying with Section 6.22the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to EBITDA, (ye) upon there shall be no more than five (5) Specified Equity Contributions made in the Administrative Agent’s receipt aggregate after the Closing Date, and (f) any Loans prepaid with the proceeds of a notice from Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Borrower that it intends to exercise Fiscal Quarter being cured and the Cure Right (a “Notice of Intent to Cure”), until immediately succeeding Fiscal Quarter. From the 15th day following the effective date of delivery of such cure notice to the Compliance Certificate under Section 6.1(eAdministrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to which such Notice of Intent to Cure relatesbe delivered, none of neither the Administrative Agent nor any Lender shall exercise the right to impose a default interest rate, accelerate the Loans or Obligations, terminate the Revolving Credit Commitments and neither the Administrative Agent nor Loan Commitment or exercise any other Lender right or secured party shall exercise remedy against the Credit Parties or any right to foreclose on of their Subsidiaries or take possession any of the Collateral their respective properties solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z7.1(c) the Cure Amount received pursuant to any exercise as a result of the Cure Right Credit Parties’ failure to comply with the financial covenant referenced in such cure notice; provided until timely receipt of the Specified Equity Contribution, for all other purposes under the Credit Agreement and the other Loan Documents (including, for the avoidance of doubt, Section 2.2 hereof), an Event of Default shall be counted only as Consolidated EBITDA deemed to have occurred and solely for be continuing. Upon receipt by Borrower of the purpose Specified Equity Contribution, any applicable Default or Event of compliance with Section 6.22 and Default shall automatically be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementdeemed to have been cured.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Article VI, in the event that the Borrower fails to comply for purposes of determining compliance with the requirements of Section 6.22 6.1 as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution in the Borrower shall have (which is funded with proceeds of equity issued by the right (Borrower not constituting Disqualified Capital Stock) received after the “Cure Right”) (at any time during last day of such fiscal quarter Fiscal Quarter and on or thereafter until prior to the date day that is 15 days fifteen (15) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e5.1(a) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity 5.1(b), as applicable (the “Cure AmountPeriod”), and thereupon will, upon notice by the Borrower’s compliance with Section 6.22 shall Borrower (which notice must be recalculated giving effect received by the Administrative Agent no later than the day on which financial statements are required to be delivered for the following pro forma adjustment: Consolidated EBITDA shall be increased applicable Fiscal Quarter) (notwithstanding the absence of an addback in the definition of “Consolidated EBITDACure Notice”), solely be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of 6.1 for the end of such fiscal quarter applicable Fiscal Quarter and applicable subsequent periods that include such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations a “Specified Equity Contribution”); provided that (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 a) no Lender shall be satisfied, then required to make any extension of credit during the requirements fifteen (15) Business Day period referred to above unless the Borrower has received the proceeds of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrarySpecified Equity Contribution, (vb) in each four (4) consecutive fiscal quarter period of the Borrower Fiscal Quarter period, there shall be a period of two Fiscal Quarters in which no more than two (2) fiscal quarters (which Specified Equity Contribution is made and only five Specified Equity Contributions may be consecutive) in which the Cure Right is exercised, (w) made during the term of this Agreement, (c) the Cure Right amount of any Specified Equity Contribution shall not exceed the amount required to cause the Borrower to be exercised more than five (5) timesin compliance with Section 6.1, (xd) all Specified Equity Contributions will be disregarded for purposes of determining the Cure Amount availability of any baskets with respect to the covenants contained in this Agreement and the other Loan Documents, and (e) there shall be no greater than pro forma reduction in Indebtedness (through either netting of cash or prepayment of indebtedness) with the amount required proceeds of any Specified Equity Contribution for purposes of complying determining compliance with Section 6.22, (y) upon 6.1. Upon the Administrative Agent’s receipt of a notice from delivery by the Borrower that it intends to exercise of the Cure Right (a “Notice of Intent to Cure”)Notice, until the 15th day following the date of delivery end of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relatesPeriod, none of neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans Obligations or terminate the Revolving Credit Commitments and neither none of the Administrative Agent nor Agent, any Lender or any other Lender or secured party Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing under with respect to the breach of Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement6.1.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8.01, in but subject to Section 8.03(b), solely for the event that purpose of determining whether an Event of Default has occurred (i) pursuant to Section 6.08(a)(i) or 6.08(a)(ii) (the Borrower fails to comply with the requirements of Section 6.22 “Recurring Revenue Covenants”) as of the end of and for any relevant Test Period ending on the last day of any fiscal quarter with respect to which either Recurring Revenue Covenant is tested (such fiscal quarter, a “Recurring Revenue Cure Quarter”), the Borrower shall have the right to issue equity, directly or indirectly (the “Cure Right”) which equity shall be common equity, perpetual preferred equity (at provided that such perpetual preferred equity shall not have any time during such fiscal quarter redemption event or thereafter until require any cash payments prior to the date that is 15 91 days after the Latest Maturity Date and shall not be Disqualified Capital Stock), or shall otherwise be in a form reasonably acceptable to the Administrative Agent) in exchange for cash, on or after the first day of such Recurring Revenue Cure Quarter and on or prior to the tenth (10th) Business Day after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e5.01(a) for or (b), as applicable, with respect to such Recurring Revenue Cure Quarter or the fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity year ending on the last day of such Recurring Revenue Cure Quarter, as applicable (the “Recurring Revenue Cure AmountExpiration Date”)) and such cash will, and thereupon if so designated by the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”)LQA University Segment Revenue and LTM Short Course Revenue, solely as applicable, for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof the Recurring Revenue Covenants as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance Test Period ending on the last day of doubt, taking into account such Recurring Revenue Cure Quarter and any immediate repayment Test Periods ending on the last day of Indebtedness in connection therewith), any of the requirements of subsequent three fiscal quarters and (ii) pursuant to Section 6.22 shall be satisfied, then 6.08(b) (the requirements of Section 6.22 shall be deemed satisfied “Total Leverage Covenant”) as of the end of and for any Test Period ending on the relevant last day of any fiscal quarter with the same effect as though there had been no failure respect to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right Total Leverage Covenant is exercisedtested (such fiscal quarter, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.Total

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8.01, but subject to Section 8.03(b), solely for the purpose of determining whether an Event of Default has occurred under the financial covenant set forth in Section 6.08 (the event that the Borrower fails to comply with the requirements of Section 6.22 “Financial Covenant”) as of the end of and for any relevant Test Period ending on the last day of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), the Borrower then existing direct or indirect equity holders of Holdings shall have the right to make an equity investment or shareholder loan (to the “Cure Right”extent such shareholder loan is subject to the terms and provisions of an Intercompany Subordination Agreement), directly or indirectly (which equity contribution shall not be Disqualified Capital Stock), in Holdings in cash, which Holdings shall contribute, directly or indirectly, to the Borrower in cash (which equity contribution shall not be Disqualified Capital Stock) (at any time during such fiscal quarter on or thereafter until prior to the date that is 15 days fifteenth Business Day after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e5.01(a) or (b), as applicable, with respect to such Cure Quarter or the fiscal year ending on the last day of such Cure Quarter, as applicable (the “Cure Expiration Date”), and such cash will, together with any Eligible Equity Issuances which have been included in clause (c) of the Cumulative Amount (to the extent Not Otherwise Applied), in each case, if so designated by Holdings, be included in the calculation of Consolidated EBITDA for purposes of determining compliance with the Financial Covenant as of the end of and for the Test Period ending on the last day of such Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarter) to issue common quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Interests for cash or otherwise receive cash contributions to its common equity (Cure Contribution,” and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that such Equity Cure Contribution is Not Otherwise Applied (other than, and thereupon for the Borrower’s compliance with avoidance of doubt pursuant to this Section 6.22 8.03(a)). All Equity Cure Contributions shall be recalculated giving effect to disregarded for all purposes of this Agreement other than inclusion in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes purpose of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof the Financial Covenant as of the end of and for the Test Period ending on the last day of such Cure Quarter and any Test Periods ending on the last day of any of the subsequent three (3) fiscal quarter quarters, including being disregarded for purposes of the determination of the Cumulative Amount and applicable subsequent periods that include such fiscal quarter, by an amount equal all components thereof and any baskets or other ratios with respect to the covenants contained in Article VI (other than Section 6.08). There shall be no pro forma reduction in Consolidated Total Funded Indebtedness (by netting or otherwise) with the proceeds of any Equity Cure Amount. If, after giving effect Contribution for determining compliance with the Financial Covenant under Section 6.08 as of and for the Test Period ending on the last day of the Cure Quarter; provided that such Equity Cure Contribution shall reduce Consolidated Total Funded Indebtedness in future fiscal quarters to the foregoing recalculations extent used to prepay any applicable Indebtedness. Notwithstanding anything to the contrary contained in Section 8.01, (but not, for A) upon receipt of the avoidance of doubt, taking into account any immediate repayment of Indebtedness Cure Amount by Holdings (and the subsequent contribution in connection therewithcash to the Borrower (which equity contribution shall not be Disqualified Capital Stock in the Borrower), ) in at least the requirements of Section 6.22 shall amount necessary to cause the Borrower to be satisfied, then in compliance with the requirements of Section 6.22 shall be deemed satisfied Financial Covenant as of the end of and for the relevant fiscal quarter Test Period ending on the last day of such Cure Quarter, the Financial Covenant under Section 6.08 shall be deemed satisfied and complied with as of the end of and for such Test Period with the same effect as though there had been no failure to comply therewith at such datewith the Financial Covenant under Section 6.08, and any Default or Event of Default related to any failure to comply with the applicable breach or default of Section 6.22 that had occurred Financial Covenant shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein not to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required have occurred for purposes of complying with Section 6.22the Loan Documents, and (yB) upon receipt by the Administrative Agent’s receipt Agent of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”) and through the Cure Expiration Date: (i) no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such failure is not cured by the making of an Equity Cure Contribution on or prior to the Cure Expiration Date, (ii) no Lender or Issuing Bank shall be obligated to extend new Revolving Loans or issue and/or renew Letters of Credit from the date on which the applicable financial statements shall have been required to have been delivered pursuant to Section 5.01(a) or (b) and unless and until the Equity Cure Contribution is made or all existing Events of Default are waived or cured (provided, that, Lenders and Issuing Banks may, in their sole discretion, elect to continue to extend such Revolving Loans or issue and/or renew Letters of Credit after the date by which financial statements shall have been required to have been delivered and prior to such Equity Cure Contribution having been made), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e(iii) to which such Notice of Intent to Cure relates, none of the Administrative Agent, the Collateral Agent nor or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans Loans, to terminate Commitments or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under or purportedly occurred as a result of a violation of Section 6.22 6.08, unless the Equity Cure Contribution is not made on or before the Cure Expiration Date and (ziii) if the Equity Cure Contribution is not made on or before the Cure Amount received Expiration Date, such Event of Default or potential Event of Default shall spring into existence after such time and the Administrative Agent, the Collateral Agent and any Lender may take any actions or remedies pursuant to any exercise of this Agreement and the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementother Loan Documents.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8.1, in but subject to Section 8.2(b), solely for the event that the Borrower fails to comply with the requirements purpose of Section 6.22 determining whether a Financial Covenant Event of Default has occurred as of the end of and for any relevant Reference Period (or, in the case of Section 7.1(b), any applicable fiscal quarter of the Borrower) ending on the last day of any fiscal quarter with respect to which an applicable Financial Covenant is tested (such fiscal quarter, a “Cure Quarter”), the Borrower shall have the right to issue equity, directly or indirectly (which equity shall be not be Disqualified Capital Stock), in exchange for cash to be directly received by it, on or after the “first day of such Cure Right”Quarter and on or prior to the tenth (10th) (at any time during such fiscal quarter or thereafter until the date that is 15 days Business Day after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e6.1(a) or (b), as applicable, with respect to such Cure Quarter or the fiscal year ending on the last day of such Cure Quarter, as applicable (the “Cure Expiration Date”), and such cash will, if so designated by the Borrower, be included in the calculation of Consolidated EBITDA for purposes of determining compliance with the applicable Financial Covenants as of the end of and for the Reference Period (or, in the case of Section 7.1(b), the applicable fiscal quarter of the Borrower) ending on the last day of such Cure Quarter and, except in the case of Section 7.1(b) (in which case such cash will be included in the calculation of Consolidated EBITDA solely for the applicable Cure Quarter), any Reference Periods ending on the last day of any of the subsequent three fiscal quarter) to issue common quarters (any such equity contribution, an “Equity Interests for cash or otherwise receive cash contributions to its common equity (Cure Contribution,” and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) cash proceeds of such Equity Cure Contribution shall not constitute unrestricted cash or Cash Equivalents for “cash netting” purposes and (ii) for the avoidance of doubt, any Equity Cure Contribution made in respect of the Financial Covenant set forth in Section 7.1(b) shall constitute a Cure Amount and thereupon be included in the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as 7.1(b) for the applicable Cure Quarter (and not for any other fiscal quarter of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations Borrower for which Section 7.1(b) is tested or for any other purpose (but notincluding, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing compliance with the Financial Covenants set forth in Section 7.1(c) or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementd))).

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8, in the event that the Borrower fails to comply with the requirements of Section 6.22 as either or both of the end of any relevant fiscal quarterfinancial covenants set forth in Sections 7.1 or 7.2 hereof are not complied with, the Borrower shall have the right (the “Cure Right”) (), at any time during such fiscal quarter or thereafter until the date that is 15 20 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) applicable Determination Date, to issue common Equity Interests equity interests for cash or otherwise receive cash contributions to its common their equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 Sections 7.1 or 7.2 hereof shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance a) with respect to Section 6.22 7.1 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure AmountAmount shall constitute a corresponding increase in Liquidity; and (b) with respect Section 7.2 hereof, the Cure Amount shall constitute a corresponding increase in Adjusted EBITDA. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith)recalculations, the requirements of Section 6.22 Sections 7.1 or 7.2 hereof shall be satisfied, then the requirements of Section 6.22 Sections 7.1 or 7.2 shall be deemed satisfied as of the end of the relevant fiscal quarter of Borrower with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 Sections 7.1 or 7.2 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s Lenders’ receipt of a notice from the Borrower that it Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until which shall be given, if at all, not later than the 15th tenth (10th) day following the date of delivery of applicable Determination Date, until the Compliance Certificate under Section 6.1(e) twentieth day following the Determination Date to which such Notice of Intent to Cure relates, none no Event of Default shall be deemed to have occurred because of any failure to comply with Sections 7.1 or 7.2 and the Lenders shall not demand repayment of any part of the Administrative Agent nor any Lender shall Term Loan or otherwise exercise the right to accelerate the Loans Term Loan or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and Sections 7.1 or 7.2 hereof. Within twenty-five (z25) days of each Determination Date with respect to which the Cure Right is exercised, the Borrower shall offer (the “Cure Amount Prepayment Offer”) the Lenders to prepay the Term Loan in an amount equal to 100% of the applicable Cure Amount. Upon receipt of a Cure Amount Prepayment Offer, each Lender shall have a period of five (5) days (the “Cure Offer Prepayment Period”) to provide written notice (the “Cure Amount Offer Response”) to the Borrower as to whether such Lender will require the Borrower to pay the Cure Amount received pursuant to such Lender. For the avoidance of doubt, and notwithstanding anything to the contrary contained in Article 10, each Lender has the right to decide for itself only whether it will require the Borrower to pay the Cure Amount, and no decision by any Lender is binding on any other Lender. In the event a Lender has not delivered a Cure Amount Offer Response during the Cure Offer Prepayment Period, such Lender shall be deemed to have elected not to require the Borrower to pay the applicable Cure Amount to such Lender and Borrower shall not be required to pay to such Lender any prepayment with respect to the applicable Cure Amount. If more than one Lender timely delivers a Cure Amount Offer Response requiring payment of a Cure Amount and the sum of the principal balance of, and accrued, unpaid interest on, the Notes held by such Lenders exceeds the Cure Amount, then each such Lender shall be entitled to its Pro-Rata Share of such Cure Amount. All prepayments shall be applied first to accrued, unpaid interest and then to principal. No Prepayment Premium shall be owing or payable in relation to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) prepayment under this Agreement.Section

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8.01, but subject to Section 8.03(b) and (c), solely for the purpose of determining whether an Event of Default has occurred under the First Lien Leverage Ratio set forth in Section 6.08 (the event that the Borrower fails to comply with the requirements of Section 6.22 “Financial Covenant”) as of the end of any relevant fiscal quarter (such fiscal quarter, a “Cure Quarter”), the Borrower then existing direct or indirect equity holders of Holdings shall have the right to make an equity investment, directly or indirectly, (which equity shall not be Disqualified Capital Stock) in Holdings in cash, which Holdings shall subsequently contribute, directly or indirectly, to TransFirst 1 in cash (which equity contribution shall not be Disqualified Capital Stock in TransFirst 1) after the “Cure Right”) (at any time during such last day of the applicable fiscal quarter and on or thereafter until prior to the date that is 15 days fifteenth (15th) Business Day after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e5.01(a) for or (b), as applicable, with respect to such applicable fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity quarter (the “Cure AmountExpiration Date”), and thereupon such cash will, if so designated by Holdings, be included in the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the Financial Covenant at the end of such fiscal quarter and applicable the subsequent periods three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution,” and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that include such Equity Cure Contribution is Not Otherwise Applied (including, without limitation, utilized as an increase to the Cumulative Amount). All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenant at the end of such fiscal quarter and the subsequent three fiscal quarters, including disregarding for purposes of the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. There shall be no pro forma reduction in Consolidated Indebtedness in connection with any Equity Cure Contribution for determining compliance with the Financial Covenant under Section 6.08; provided, that such Equity Cure Contribution shall reduce Consolidated Indebtedness in future quarters to the extent used to prepay any Loans. No Equity Cure Contribution shall be greater than the amount required for the Borrowers to be in compliance with the Financial Covenant. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Holdings (and the subsequent contribution in cash to TransFirst 1 (which equity contribution shall not be Disqualified Capital Stock in TransFirst 1)) in an amount at least necessary to cause the Borrowers to be in compliance with the Financial Covenant at the end of such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Financial Covenant under Section 6.22 shall be satisfied, then the requirements of Section 6.22 6.08 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 therewith at such date, with the Financial Covenant under Section 6.08 and any Default or Event of Default related to any failure to comply with the applicable breach or default of Section 6.22 that had occurred Financial Covenant shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein not to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required have occurred for purposes of complying with Section 6.22, the Loan Documents and (yB) upon receipt by the Administrative Agent’s receipt Agent of a notice from the Borrower that it intends Agent, within fifteen (15) Business Days of delivery of the Compliance Certificate required to exercise the Cure Right be delivered pursuant to Section 5.01(c), intending to cure such Event of Default (a “Notice of Intent to Cure”), until ) through the 15th day following Cure Expiration Date: (i) no Default or Event of Default shall be deemed to have occurred on the date basis of delivery of any failure to comply with the Compliance Certificate under Section 6.1(e) Financial Covenant unless such failure is not cured pursuant to which such the Notice of Intent to Cure relateson or prior to the Cure Expiration Date, (ii) the Borrowers shall not be permitted to borrow Revolving Loans and new Letters of Credit shall not be issued unless and until the Equity Cure Contribution is made or all existing Events of Default are waived or cured, (iii) none of the Administrative Agent, the Collateral Agent nor or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under as a result of a violation of Section 6.22 and (z) 6.08, unless the Equity Cure Amount received pursuant to any exercise Contribution is not made on or before the expiration of the Cure Right Period and (iv) if the Equity Cure Contribution is not made on or before the expiration of the Cure Period, such Event of Default or potential Event of Default shall be counted only as Consolidated EBITDA spring into existence after such time and solely for the purpose of compliance with Section 6.22 Administrative Agent, the Collateral Agent and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing Lender may take any actions or any available basket (in reliance upon remedies pursuant to this Agreement and the Available Amount, Growth Amount or otherwise) under this Agreementother Loan Documents.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 7.01, in for the event that purpose of determining whether an Event of Default under Section 6.13 (the Borrower fails to comply with the requirements of Section 6.22 as of the end of any relevant fiscal quarter“Financial Covenant”) has occurred, the Borrower shall have may designate any net cash proceeds from a direct equity investment in Holdings in cash in the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue form of common Equity Interests for (so long as all such net cash or otherwise receive cash contributions proceeds shall have been substantially concurrently contributed by Holdings to its the common equity capital of the Borrower) (the “Cure Amount”) as an increase to Consolidated EBITDA of the Borrower for the applicable Fiscal Quarter(the foregoing right of the Borrower, the “Cure Right”); provided that (i) such amounts to be designated are actually received by the Borrower on or after the last day of such applicable fiscal quarter and on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following (ii) such pro forma adjustment: adjustment to Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and given solely for the purpose of compliance determining the existence of a Default or an Event of Default under the Financial Covenant with Section 6.22 respect to any fiscal quarter for which such Cure Right was exercised (and shall be disregarded any Test Period including such fiscal quarter) and not for any other purpose under any Loan Document (including, without limitation, for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any financial ratio-based conditionscovenant under Article VI), pricing (iii) there shall be no reduction in Total Secured Debt in connection with any Cure Amounts for determining compliance with Section 6.13 for any fiscal quarter in which the Cure Amount is included in Consolidated EBITDA and no Cure Amounts will reduce (or count towards) the Secured Net Leverage Ratio for purposes of any available basket calculation thereof and (in reliance upon iv) the Available Borrower shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount, Growth Amount or otherwise) under this Agreement.”

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 11 or in any Credit Document, in the event that the Borrower fails to comply with theeither Financial Performance Covenant, then until the requirements of Section 6.22 as expiration of the end of any relevant 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 days after tenth Business Day subsequent to the date the Compliance Certificate compliance certificate for calculating such Financial Performance Covenant is required to be delivered pursuant to Section 6.1(e9.1(c) for (the “Cure Deadline”), the Borrower shall have the right to cure such fiscal quarterfailure (the “Cure Right”) to issue by receiving cash proceeds from an issuance of common Equity Interests for (other than Disqualified Stock) as a cash or otherwise receive capital contribution, and upon receipt by the Borrower of such cash contributions proceeds (such cash amount being referred to its common equity (as the “Cure Amount”)) pursuant to the exercise of such Cure Right, and thereupon the Borrower’s compliance with Section 6.22 thesuch Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: Consolidated EBITDA (i) EBITDAX or Current Assets, as applicable, shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”)increased, solely for the purposes purpose of determining compliance the existence of an Event of Default resulting from a breach of thesuch Financial Performance Covenant with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of respect to any Test Period that includes the end of such fiscal quarter for which the Cure Right was exercised and applicable subsequent periods that include such fiscal quarternot for any other purpose under this Agreement, by an amount equal to the Cure Amount. If; (ii) Consolidated Total Debt for such Test Period shall be decreased solely to the extent proceeds of the Cure Amount, if any, are actually applied to prepay any Indebtedness (provided that any such Indebtedness so prepaid shall be a permanent repayment of such Indebtedness and termination of commitments thereunder) included in the calculation of Consolidated Total Debt; and (iii) if, after giving effect to the foregoing recalculations (but notrecalculations, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness Borrower shall then be in connection therewith), compliance with the requirements of Section 6.22 theeach Financial Performance Covenant, the Borrower shall be satisfied, then deemed to have satisfied the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.-169- 727670773 12335469

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in (a) In the event that the Borrower fails Loan Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 7.19 as of the end last day of any relevant fiscal quarterapplicable Fiscal Quarter, any cash equity contribution to the Parent Borrower shall have (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings having terms reasonably acceptable to the right (Administrative Agent and in any case, not constituting Disqualified Stock) on or prior to the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 days fifteen Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for that Fiscal Quarter (such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (fifteen Business Day period, the “Cure AmountStandstill Period”)) will, and thereupon at the irrevocable election of the Parent Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereofthe Fixed Charge Coverage Ratio for the relevant Measurement Period and any portion of subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, including determining compliance with Section 6.22 hereof as a “Specified Equity Contribution”); provided that (a) notice of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal Parent Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the Cure Amount. If, after giving effect day on which financial statements are required to the foregoing recalculations (but not, be delivered for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contraryFiscal Quarter, (vb) in each consecutive four (4) consecutive fiscal quarter period of the Borrower Fiscal Quarter period, there shall be at least two Fiscal Quarters in which no Specified Equity Contribution is made and there shall be no more than two (2) fiscal quarters (which may be consecutive) five Specified Equity Contributions made in which the Cure Right is exercisedaggregate after the Original Closing Date, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount amount of any Specified Equity Contribution shall be no greater than the amount required for purposes of complying to cause the Loan Parties to be in pro forma compliance with Section 6.22the Fixed Charge Coverage Ratio, (yd) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and all Specified Equity Contributions shall be disregarded for purposes of determining any financial ratio-based conditionsthe calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (e) any Indebtedness prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the Fixed Charge Coverage Ratio for the current Fiscal Quarter and the next three Fiscal Quarters thereafter and (f) during the Standstill Period, no Borrowing shall be permitted to be made, and no Letter of Credit may be issued, amended, extended or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementrenewed.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in the event that the Borrower fails to comply For purposes of determining compliance with the requirements financial covenant set forth in Section 6.15.2 of Section 6.22 this Agreement as of the end last day of any relevant fiscal quarterFiscal Quarter (such date the “Testing Date”), from the Testing Date until the thirtieth (30th) Business Day after the date on which financial statements as of and for the period ending on the Testing Date are required to be delivered under the Credit Documents (the “Required Contribution Date”, and such time period from the Testing Date until the Required Contribution Date, the “Equity Cure Grace Period”), any cash equity contribution made and contributed to the Borrower shall have Representative as an equity contribution in respect of its existing Equity Interests, will, at the right request of the Borrower Representative, be included as Net Operating Income in the calculation of the Consolidated Debt Service Coverage Ratio solely for the purpose of determining compliance with the financial covenant set forth in Section 6.15.2 for such Fiscal Quarter and any subsequent period which includes such Fiscal Quarter (the “Cure Right”); provided, that (a) such proceeds are actually received by Borrower Representative no later than such Required Contribution Date, (at any time during b) such fiscal quarter or thereafter until proceeds do not exceed the date that is 15 days after minimum aggregate amount necessary (by addition to Net Operating Income in clause (a) of the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(eConsolidated Debt Service Coverage Ratio) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon ) to cause the Borrower’s Borrowers to be in pro forma compliance with the financial covenant set forth in Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely 6.15.2 for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contraryTest Period, (vc) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) timesfour times during the term of the Credit Facilities, (xd) in each period of four (4) consecutive Fiscal Quarters, there shall be at least two (2) Fiscal Quarters during which the Cure Amount Right is not exercised, (e) 100% of the proceeds of the Specified Equity Contribution shall be prepaid in accordance with Section 2.03.4 (provided that, notwithstanding such prepayment, the corresponding reduction in Loans will not be taken into account for the purposes of determining compliance with Section 6.15.2 for the Fiscal Quarter in which the Specified Equity Contribution is made). If, after giving effect to any Specified Equity Contribution, the Borrowers are in compliance with the financial covenant set forth in Section 6.15.2, the Borrowers shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination, and no greater than Event of Default shall be deemed to have existed at any time with respect to such Section for the amount required relevant Test Period. Specified Equity Contributions shall be counted solely for purposes of complying compliance with Section 6.226.15.2, as applicable and shall be disregarded for all other purposes including (yA) whether or not Holdings or the Borrowers are in pro forma compliance with financial covenant to determine whether or not an action that is conditioned upon such pro forma compliance may be taken by Holdings or any of its Subsidiaries or (B) for any other purpose under this Agreement. Unless the Borrower Representative notifies the Administrative Agent’s receipt of a notice from the Borrower Agent in writing that it intends does not intend to exercise the Cure Right (a “Notice of Intent to Cure”)Right, until during the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Equity Cure relates, none of the Administrative Agent nor any Grace Period no Lender Party shall exercise the right to accelerate the Loans Obligations or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on rights or take possession of remedies against the Loan Parties or against the Collateral solely on as a result of any failure to comply with the basis of an Event of Default having occurred and being continuing under financial covenant set forth in Section 6.22 and (z) the Cure Amount received 6.15.2, unless such failure is not cured pursuant to any the exercise of the Cure Right during the Equity Cure Grace Period; provided, however, that (i) such standstill period shall be counted only as Consolidated EBITDA solely with respect to a breach of the financial covenant set forth in Section 6.15.2, and solely for the purpose of compliance with Section 6.22 and (ii) no Lender shall be disregarded for purposes of determining required to fund any financial ratio-based conditions, pricing Loan or any available basket (in reliance upon other advance under the Available Amount, Growth Amount or otherwise) under this AgreementCredit Facilities during the Equity Cure Grace Period.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in the event that the Borrower fails to comply with the requirements of Section 6.22 as of the end of If any relevant 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 days after the date the Compliance Certificate is required to be statement delivered pursuant to Section 6.1(e7.1(a) for or Section 7.1(b) indicates that the Debt Service Coverage Ratio is less than 1.05 to 1.00, then the Sponsors may, within ten (10) Business Days after the delivery of the statement pursuant to Section 7.1(a) or 7.1(b) indicating such fiscal quarter) shortfall, provide funds to issue common Equity Interests for cash the Company through a capital contribution or otherwise receive cash contributions the issuance of subordinated Indebtedness the proceeds of which shall be used to its common equity prepay an amount of Notes (the “Cure Amount”at par), and thereupon together with accrued interest on the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence amount of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by Notes so prepaid plus an amount equal to the Modified Make-Whole Amount determined for the prepayment with respect to such principal amount (the Equity Cure Amount. If), such that after giving pro forma effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness such prepayment in connection therewithaccordance with this Section 8.3(b), the requirements Debt Service Coverage Ratio for the period in question would be greater than 1.05 to 1.00 but not more than 1.35 to 1.00. The Company will give each holder of Notes written notice of each optional prepayment under this Section 6.22 8.3(b) not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be satisfieda Business Day), then the requirements aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 6.22 8.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid and shall be deemed satisfied accompanied by a certificate of a Senior Financial Officer as to the estimated Modified Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Modified Make-Whole Amount as of the end specified prepayment date. The Sponsors shall not be allowed to make such prepayments in respect of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarterly determinations of the Debt Service Coverage Ratio in any four consecutive quarters (which may be consecutive) or more than four times in which the Cure Right is exercised, (w) during aggregate throughout the term of this Agreement, the Cure Right shall and not be exercised more than five (5) times, (x) 20% in aggregate amount of the Notes may be prepaid pursuant to this Section 8.3(b). The Equity Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and will taken in account solely for the purpose of calculating compliance with the financial covenant in Section 6.22 9.11 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (whether the Company has satisfied the criteria for making a Restricted Payment as set forth in reliance upon the Available Amount, Growth Amount or otherwise) under this AgreementSection 10.13.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8, in the event that the Borrower fails to comply with the requirements of Section 6.22 as either or both of the end of any relevant fiscal quarterfinancial covenants set forth in Sections 7.1 or 7.2 hereof are not complied with, the Borrower shall have the right (the “Cure Right”) (), at any time during such fiscal quarter or thereafter until the date that is 15 20 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) applicable Determination Date, to issue common Equity Interests equity interests for cash or otherwise receive cash contributions to its common their equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 Sections 7.1 or 7.2 hereof shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance a) with respect to Section 6.22 7.1 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure AmountAmount shall constitute a corresponding increase in Liquidity; and (b) with respect Section 7.2 hereof, the Cure Amount shall constitute a corresponding increase in Adjusted EBITDA. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith)recalculations, the requirements of Section 6.22 Sections 7.1 or 7.2 hereof shall be satisfied, then the requirements of Section 6.22 Sections 7.1 or 7.2 shall be deemed satisfied as of the end of the relevant fiscal quarter of Borrower with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 Sections 7.1 or 7.2 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s Xxxxxxx’ receipt of a notice from the Borrower that it Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until which shall be given, if at all, not later than the 15th tenth (10th) day following the date of delivery of applicable Determination Date, until the Compliance Certificate under Section 6.1(e) twentieth day following the Determination Date to which such Notice of Intent to Cure relates, none no Event of Default shall be deemed to have occurred because of any failure to comply with Sections 7.1 or 7.2 and the Lenders shall not demand repayment of any part of the Administrative Agent nor any Lender shall Term Loan or otherwise exercise the right to accelerate the Loans Term Loan or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and Sections 7.1 or 7.2 hereof. Within twenty-five (z25) days of each Determination Date with respect to which the Cure Right is exercised, the Borrower shall offer (the “Cure Amount Prepayment Offer”) the Lenders to prepay the Term Loan in an amount equal to 100% of the applicable Cure Amount. Upon receipt of a Cure Amount Prepayment Offer, each Lender shall have a period of five (5) days (the “Cure Offer Prepayment Period”) to provide written notice (the “Cure Amount Offer Response”) to the Borrower as to whether such Lender will require the Borrower to pay the Cure Amount received pursuant to such Lender. For the avoidance of doubt, and notwithstanding anything to the contrary contained in Article 10, each Lender has the right to decide for itself only whether it will require the Borrower to pay the Cure Amount, and no decision by any Lender is binding on any other Lender. In the event a Lender has not delivered a Cure Amount Offer Response during the Cure Offer Prepayment Period, such Lender shall be deemed to have elected not to require the Borrower to pay the applicable Cure Amount to such Lender and Borrower shall not be required to pay to such Lender any prepayment with respect to the applicable Cure Amount. If more than one Lender timely delivers a Cure Amount Offer Response requiring payment of a Cure Amount and the sum of the principal balance of, and accrued, unpaid interest on, the Notes held by such Lenders exceeds the Cure Amount, then each such Lender shall be entitled to its Pro-Rata Share of such Cure Amount. All prepayments shall be applied first to accrued, unpaid interest and then to principal. No Prepayment Premium shall be owing or payable in relation to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) prepayment under this Agreement.Section

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails to comply with any of the requirements of financial covenants set forth in this Section 6.22 6.10 as of the end last day of any relevant fiscal quarter, any cash equity contribution to the Borrower shall have (funded with proceeds of, or contributions made in respect of, equity (other than Disqualified Capital Stock) issued by Parent or a capital contribution received by Parent or other equity issued by Parent having terms reasonably acceptable to the right (the “Cure Right”Administrative Agent) (at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”)) during the last month of the applicable fiscal quarter or after the last day of such fiscal quarter but on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter (the “Cure Expiration Date”) will, and thereupon at the irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDAR solely for the purposes of determining compliance with the financial covenant set forth in Section 6.22 hereof6.10(a) or Section 6.10(b), including determining compliance with Section 6.22 hereof as of applicable, at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAR, a “Specified Equity Contribution”); provided that (a) notice of the Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than ten (10) Business Days after the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vb) in each consecutive four (4) consecutive fiscal quarter period of the Borrower there shall will be no more than at least two (2) fiscal quarters (which may be consecutive) in which the Cure Right no Specified Equity Contribution is exercisedmade, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount shall amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with the financial covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, (d) all Specified Equity Contributions will be disregarded for purposes of complying with Section 6.22the calculation of Consolidated EBITDAR for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDAR, (ye) upon there shall be no more than three (3) Specified Equity Contributions made in the aggregate after the Effective Date and (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the financial covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, for the current fiscal quarter and any subsequent period that includes such fiscal quarter. So long as the Borrower is entitled to exercise an equity cure pursuant to the foregoing terms and provisions of this Section 6.10(c), from the effective date of the Borrower’s delivery to the Administrative Agent’s receipt Agent of a irrevocable written notice from that the Borrower that it intends shall cause a Specified Equity Contribution to exercise be made pursuant to the terms hereof until the earlier to occur of the Cure Right (a “Notice of Intent to Cure”), until the 15th day following Expiration Date and the date of delivery of on which the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relatesAdministrative Agent is notified that the required contribution will not be made, none of neither the Administrative Agent nor any Lender shall exercise the right to impose default interest, accelerate the Loans or Obligations, terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on enforcement remedy against any Loan Party or take possession any of the Collateral its Subsidiaries or any of their respective properties solely on the basis of such Event of Default with respect to the financial covenant in Section 6.10(a) or Section 6.10(b), as applicable, in respect of which such notice was delivered; provided that until timely receipt of the applicable Specified Equity Contribution, an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely deemed to exist for the purpose of compliance with Section 6.22 and shall be disregarded for all other purposes of determining this Agreement, including, without limitation, Article IV and Article VI hereof and any financial ratio-based conditions, pricing term or provision of any Loan Document which prohibits any action to be taken by a Loan Party or any available basket (in reliance upon of its Restricted Subsidiaries during the Available Amount, Growth Amount or otherwise) under this Agreementexistence of an Event of Default.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7‎Section 8.01, but subject to ‎Section 8.03(b), solely for the purpose of determining whether an Event of Default has occurred under the financial covenant set forth in Section 6.08 (the event that the Borrower fails to comply with the requirements of Section 6.22 “Financial Covenant”) as of the end of and for any relevant Test Period ending on the last day of any fiscal quarter with respect to which such Financial Covenant is tested (such fiscal quarter, a “Cure Quarter”), the Borrower then existing direct or indirect equity holders of Holdings shall have the right to make an equity investment, directly or indirectly (which, if an equity contribution, shall not be Disqualified Capital Stock, or which shall otherwise be in form reasonably acceptable to the “Cure Right”) (Administrative Agent), in Holdings in cash, which Holdings shall contribute at any time during such after the commencement of the applicable fiscal quarter and, directly or thereafter until indirectly, to the date that is 15 days Borrower in cash (which, if an equity contribution, shall not be Disqualified Capital Stock or shall otherwise be in form reasonably acceptable to the Administrative Agent) on or prior to the fifteenth Business Day after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e‎Section 5.01(a) or ‎(b), as applicable, with respect to such Cure Quarter or the fiscal year ending on the last day of such Cure Quarter, as applicable (the “Cure Expiration Date”), and such cash will, if so designated by Holdings, be included in the calculation of Consolidated EBITDA for purposes of determining compliance with the Financial Covenant as of the end of and for the Test Period ending on the last day of such Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common quarters (any such equity (contribution so included in the calculation of Consolidated EBITDA, a “Cure Contribution,” and the amount of such Cure Contribution, the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased ; provided that such Cure Contribution is Not Otherwise Applied (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but notother than, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewithpursuant to this Section 8.03(a), the requirements of Section 6.22 ). All Cure Contributions shall be satisfied, then disregarded for all purposes of this Agreement other than inclusion in the requirements calculation of Section 6.22 shall be deemed satisfied Consolidated EBITDA for the purpose of determining compliance with the Financial Covenant as of the end of and for the relevant Test Period ending on the last day of such Cure Quarter and any Test Periods ending on the last day of any of the subsequent three fiscal quarter quarters, including being disregarded for purposes of the determination of the Cumulative Amount and all components thereof and any baskets or other ratios with respect to the covenants contained in ‎Article VI (other than Section 6.08). There shall be no pro forma reduction in Consolidated Total Funded Indebtedness (by netting or otherwise) with the proceeds of any Cure Contribution for determining compliance with the Financial Covenant under Section 6.08 as of and for the Test Period ending on the last day of the Cure Quarter; provided that such Cure Contribution shall reduce Consolidated Total Funded Indebtedness in future fiscal quarters to the extent used to prepay any applicable Indebtedness. Notwithstanding anything to the contrary contained in ‎Section 8.01, (A) upon receipt of the Cure Amount by Holdings (and the subsequent contribution or on-lending in cash to a Credit Party (which, if an equity contribution, shall not be Disqualified Capital Stock in such Credit Party)) in at least the amount necessary to cause the Borrower to be in compliance with the Financial Covenant as of the end of and for the Test Period ending on the last day of such Cure Quarter, the Financial Covenant under Section 6.08 shall be deemed satisfied and complied with as of the end of and for such Test Period with the same effect as though there had been no failure to comply therewith at such datewith the Financial Covenant under Section 6.08, and any Default or Event of Default related to any failure to comply with the applicable breach or default of Section 6.22 that had occurred Financial Covenant shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein not to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required have occurred for purposes of complying with Section 6.22the Loan Documents, and (yB) upon receipt by the Administrative Agent’s receipt Agent of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”) and through the Cure Expiration Date, (i) no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such failure is not cured by the making of a Cure Contribution on or prior to the Cure Expiration Date, (ii) no Lender or Issuing Bank shall be obligated to extend new Revolving Loans or issue and/or renew Letters of Credit if a Cure Contribution is not made prior to the Cure Expiration Date (provided that Lenders and Issuing Banks may, in their sole discretion, elect to continue to extend such Revolving Loans or issue and/or renew Letters of Credit after the date by which financial statements shall have been required to have been delivered and prior to such Cure Contribution having been made), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e(iii) to which such Notice of Intent to Cure relates, none of the Administrative Agent, the Collateral Agent nor or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans Loans, to terminate Commitments or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under or purportedly occurred as a result of a violation of Section 6.22 6.08, unless the Cure Contribution is not made on or before the Cure Expiration Date and (ziv) if the Cure Amount received pursuant to any exercise of Contribution is not made on or before the Cure Right Expiration Date, such Event of Default or potential Event of Default shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.spring into existence after such time. 217

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in the event that the Borrower fails to comply For purposes of determining compliance with the requirements of financial covenant set forth in Section 6.22 7.03(c) as of the end last day of any relevant fiscal quarter, any cash equity contribution to the Borrower shall have (funded with proceeds of common equity issued by the right Borrower) after the last day of such fiscal quarter and on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered for that fiscal quarter pursuant to Section 7.01(a) (the “Cure RightExpiration Date”) will, at the irrevocable election of the Borrower, be included in the calculation of the numerator of Consolidated Debt Service Coverage Ratio solely for the purposes of determining compliance with such covenant in Section 7.03(c) (each an “Equity Cure”) at any time during the end of such fiscal quarter or thereafter until (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution so included, a “Specified Equity Contribution”); provided that (a) notice of the date that is 15 days after Borrower’s intent to accept a Specified [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Equity Contribution shall be delivered by the date Borrower no later than the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such the applicable fiscal quarter, (b) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal consecutive quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to issue common Equity Interests for cash or otherwise receive cash contributions cause the Borrower to its common equity be in compliance with such financial covenant (the “Cure Amount”), and thereupon (d) all Specified Equity Contributions will be disregarded for purposes of the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following calculation of Consolidated Debt Service Coverage Ratio for all other purposes, including pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach calculations or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contraryconditions, (ve) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters Specified Equity Contributions made in the aggregate after the Closing Date, and (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xf) the Cure Amount proceeds received by Borrower from all Specified Equity Contributions shall be no greater than held in a DACA Account until the amount required Borrower has been in compliance with 7.03(c) (without giving effect to the Specified Equity Contributions) for purposes of complying with Section 6.22, two (y2) upon consecutive fiscal quarters. Upon the Administrative Agent’s receipt no later than the Cure Expiration Date of a notice from the Borrower that it intends of its intent to exercise receive a Specified Equity Contribution pursuant to this Section 7.03(d), then, unless the Specified Equity Contribution is not made on or prior to the Cure Right (a “Notice of Intent to Cure”)Expiration Date, until neither the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent Agents nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (zSections 7.03(c) the Cure Amount received pursuant to any exercise in respect of the Cure Right shall be counted only as Consolidated EBITDA and solely for period ending on the purpose last day of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementsuch Fiscal Quarter.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Article VIII, in the event that an Event of Default arises under Section 7.11, an equity contribution (in the form of common equity or other equity having terms reasonably acceptable to the Administrative Agent), made to Holdings and contributed in cash as common equity to the Borrower fails to comply with after the requirements of Section 6.22 as of the end last day of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter and on or thereafter until prior to the date day that is 15 days ten (10) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such fiscal quarter will, at the written request of the Borrower, be included in the calculation of Consolidated EBITDA (for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such financial covenants at the end of such Measurement Period and any subsequent period that includes such fiscal quarter and applicable subsequent periods that include (any such fiscal quarterequity contribution, by an a “Specified Contribution”); provided that, (i) the amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, Specified Contribution and the applicable breach or default use of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall proceeds therefrom will be no greater than the amount required to cause the Loan Parties to be in compliance with the applicable financial covenants on a pro forma basis, (ii) all Specified Contributions and the use of proceeds therefrom will be disregarded for all other purposes under this Agreement (including, to the extent applicable, calculating Consolidated EBITDA for purposes of complying with Section 6.22determining basket levels, pricing and other items governed by reference to Consolidated EBITDA or that include Consolidated EBITDA in the determination thereof in any respect), (yiii) upon there shall be no more than five (5) Specified Contributions made in the Administrative Agent’s aggregate after the Closing Date and no Specified Contributions made in consecutive fiscal quarters, (iv) the proceeds of any Specified Contribution shall not reduce Indebtedness on a pro forma basis (either directly through prepayment or indirectly as a result of netting Unrestricted Cash) in determining compliance with the financial covenants for the fiscal quarter in respect of which such Specified Contribution is made, and (v) the proceeds of all Specified Contributions will be applied to prepay the Loans in the manner set forth in Section 2.05(b)(iii); provided that, until timely receipt of a notice from the Borrower that it intends applicable Specified Contribution, an Event of Default shall be deemed to exercise the Cure Right (a “Notice of Intent to Cure”)exist for all other purposes under this Agreement however, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to accelerate the Loans, terminate the Commitments or exercise any right to foreclose on or take possession of any Collateral or any other remedy under the Collateral solely Loan Documents, in each case on the basis of an any actual or purported Event of Default having occurred with respect to the financial covenants set forth in Section 7.11. Upon timely receipt by the Borrowers in cash of the applicable Specified Contribution and being continuing under Section 6.22 and (z) payment of the Cure Amount received mandatory prepayment pursuant to any exercise the terms of this Agreement, the Cure Right applicable Events of Default shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementdeemed waived.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Article X or in any Loan Document, in the event that the Borrower fails to comply with the requirements of Section 6.22 as of the end of Financial Performance Covenants for any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter then until the date that is 15 days after expiration of the tenth Business Day subsequent to the date the Compliance Certificate compliance certificate for calculating such Financial Performance Covenants is required to be delivered pursuant to Section 6.1(e8.01(d), Parent and the Borrower shall have the right to cure such failure (the “Cure Right”) for such fiscal quarter) to issue by receiving cash proceeds from an issuance of common Equity Interests for (or other Equity Interests on terms reasonably satisfactory to the Administrative Agent, other than Disqualified Capital Stock) as a cash or otherwise receive capital contribution, and upon receipt by the Borrower of such cash contributions proceeds (such cash amount being referred to its common equity (as the “Cure Amount”)) pursuant to the exercise of such Cure Right, and thereupon the Financial Performance Covenants shall be recalculated, at the Borrower’s compliance with Section 6.22 shall be recalculated option, giving effect to the following pro forma adjustmentadjustments: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”)EBITDAX and/or Current Assets, solely for the purposes of determining compliance with Section 6.22 hereofas applicable, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. Ifshall, after giving effect to the foregoing recalculations (but notany annualization thereof for any Test Period, be increased, solely for the avoidance purpose of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), determining the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis existence of an Event of Default having occurred and being continuing under Section 6.22 and (z) resulting from a breach of the Cure Amount received pursuant Financial Performance Covenants with respect to any exercise of Test Period that includes the fiscal quarter for which the Cure Right shall be counted only as Consolidated EBITDA was exercised and solely not for the any other purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement; provided, that (a) any increase in EBITDAX shall only be added to the calculation of EBITDAX after any applicable annualization, (b) no Cure Amount may be used for both an increase of Current Assets and increase of EBITDAX and any Cure Right exercised with respect to both Financial Performance Covenants shall require a Cure Amount equal to the amount by which EBITDAX must increase to comply with Section 9.01(b) plus the amount by which Current Assets must increase to comply with Section 9.01(a) and (c) the aggregate amount of the increase in EBITDAX and/or Current Assets, as applicable, shall in no event exceed the Cure Amount.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Section 6.1 or 6.2, for purposes of determining whether an Event of Default has occurred under the financial covenants set forth in the event that the Borrower fails to comply with the requirements of Section 6.22 as of the end of 6.1 or 6.2, any relevant fiscal quarterCapital Contribution made to, and actually received by, the Borrower shall have after the right (the “Cure Right”) (at last day of any time during such fiscal quarter and on or thereafter until prior to the date that is 15 days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (quarter will, at the “Cure Amount”), and thereupon request of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding for the absence of an addback in the definition of “Consolidated EBITDA”), Restricted Parties solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such financial covenants at the end of such fiscal quarter and applicable any subsequent periods period that include includes such fiscal quarterquarter (any such equity contribution, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations a “Specified Capital Contribution”); provided that (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vi) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which Specified Capital Contributions may be consecutive) in which the Cure Right is exercised, (w) made during any fiscal year and no more than four Specified Capital Contributions may be made during the term of this Agreement, (ii) Specified Capital Contributions may not be made in consecutive fiscal quarters, (iii) the Cure Right amount of any Specified Capital Contribution shall not exceed the lesser of (A) the amount required to cause the Restricted Parties to be in compliance with such financial covenant for such fiscal quarter and (B) 10% of Consolidated EBITDA (without giving effect to such Specified Capital Contribution) for the Reference Period to which such Specified Capital Contribution relates, (iv) all Specified Capital Contributions will be disregarded for all other purposes under this Agreement and the Credit Documents and shall not be exercised more than five (5) timesdeemed to have decreased Indebtedness for any period in which such contribution increased Consolidated EBITDA, (xv) the Cure Amount Net Cash Proceeds of each Specified Capital Contribution shall be no greater than applied to prepay the amount required for purposes principal balance of complying with Section 6.22, the Loans and (yvi) upon the Administrative Agent’s Required Lenders’ receipt of a notice from the Borrower that it intends to exercise the Cure Right cure right set forth in this Section 8.4, which such notice shall be irrevocable (a “Notice of Intent to Cure”), until the 15th day following on which the date of delivery of financial statements have been or are required to be delivered for the Compliance Certificate under Section 6.1(e) fiscal quarter to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments Obligations and neither none of the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the any Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z8.1(b) the Cure Amount received pursuant to any exercise as a result of a breach of the Cure Right shall be counted only financial covenants set forth in Section 6.1 or 6.2, as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementapplicable.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in (a) In the event that the Borrower fails Credit Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 7.1 as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution to the Borrower shall have Borrowers (funded with proceeds of common equity issued by Phreesia or other equity issued by Borrowers not constituting Disqualified Stock) after the right (last day of such Fiscal Quarter and on or prior to the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 days ten (10) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for that Fiscal Quarter (each such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the date, a “Cure AmountDeadline”)) will, and thereupon at the Borrower’s compliance with Section 6.22 shall irrevocable election of the Borrower Representative, be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of 7.1 at the end of such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”) and applicable any subsequent periods period that include includes such fiscal quarterCure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Cure Contribution”); provided that: (i) notice of the Borrowers’ intent to accept a Cure Contribution shall be delivered by an amount equal the Borrower Representative no later than the day on which financial statements are required to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, be delivered for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, Fiscal Quarter; (vii) in each consecutive four (4) consecutive fiscal quarter Fiscal Quarter period of the Borrower there shall will be no more than at least two (2) fiscal quarters (which may be consecutive) Fiscal Quarters in which the no Cure Right Contribution is exercised, made; (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xiii) the amount of any Cure Amount shall Contribution will be no greater than the amount required for purposes of complying to cause the Credit Parties to be in compliance with Section 6.22, such financial covenant (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the “Cure Right (a “Notice of Intent to CureAmount”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e; (iv) to which such Notice of Intent to all Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including, as applicable, calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to Consolidated EBITDA; and (v) there shall be no more than five (5) Cure Contributions made in the aggregate after the Closing Date. (b) Upon Agent’s receipt of notice from the Borrower Representative of its intent to make a Cure Contribution pursuant to this Section 7.4 no later than the day on which financial ratio-based conditionsstatements are required to be delivered for the applicable Fiscal Quarter, pricing or any available basket (in reliance upon then, until the Available Amount, Growth Amount or otherwise) under this Agreement.Cure

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Article VIII, in the event that an Event of Default arises under Section 7.11, an equity contribution (in the form of common equity or other equity having terms reasonably acceptable to the Administrative Agent), made to Holdings and contributed in cash as common equity to the Borrower fails to comply with after the requirements of Section 6.22 as of the end last day of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter and on or thereafter until prior to the date day that is 15 days ten (10) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such fiscal quarter will, at the written request of the Borrower, be included in the calculation of Consolidated EBITDA (for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such financial covenants at the end of such Measurement Period and any subsequent period that includes such fiscal quarter and applicable subsequent periods that include (any such fiscal quarterequity contribution, by an a “Specified Contribution”); provided that, (i) the amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, Specified Contribution and the applicable breach or default use of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall proceeds therefrom will be no greater than the amount required to cause the Loan Parties to be in compliance with the applicable financial covenants on a pro forma basis, (ii) all Specified Contributions and the use of proceeds therefrom will be disregarded for all other purposes under this Agreement (including, to the extent applicable, calculating Consolidated EBITDA for purposes of complying with Section 6.22determining basket levels, pricing and other items governed by reference to Consolidated EBITDA or that include Consolidated EBITDA in the determination thereof in any 115 respect), (yiii) upon there shall be no more than five (5) Specified Contributions made in the Administrative Agent’s aggregate after the Closing Date and no Specified Contributions made in consecutive fiscal quarters, (iv) the proceeds of any Specified Contribution shall not reduce Indebtedness on a pro forma basis (either directly through prepayment or indirectly as a result of netting Unrestricted Cash) in determining compliance with the financial covenants for the fiscal quarter in respect of which such Specified Contribution is made, and (v) the proceeds of all Specified Contributions will be applied to prepay the Loans in the manner set forth in Section 2.05(b)(iii); provided that, until timely receipt of a notice from the Borrower that it intends applicable Specified Contribution, an Event of Default shall be deemed to exercise the Cure Right (a “Notice of Intent to Cure”)exist for all other purposes under this Agreement however, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to accelerate the Loans, terminate the Commitments or exercise any right to foreclose on or take possession of any Collateral or any other remedy under the Collateral solely Loan Documents, in each case on the basis of an any actual or purported Event of Default having occurred with respect to the financial covenants set forth in Section 7.11. Upon timely receipt by the Borrowers in cash of the applicable Specified Contribution and being continuing under Section 6.22 and (z) payment of the Cure Amount received mandatory prepayment pursuant to any exercise the terms of this Agreement, the Cure Right applicable Events of Default shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementdeemed waived.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails to comply with any of the requirements of financial covenants set forth in this Section 6.22 6.10 as of the end last day of any relevant fiscal quarter, any cash equity contribution to the Borrower shall have (funded with proceeds of, or contributions made in respect of, equity (other than Disqualified Capital Stock) issued by Parent or a capital contribution received by Parent or other equity issued by Parent having terms reasonably acceptable to the right (the “Cure Right”Administrative Agent) (at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”)) during the last month of the applicable fiscal quarter or after the last day of such fiscal quarter and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter (the “Cure Expiration Date”) will, and thereupon at the irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDAR solely for the purposes of determining compliance with the financial covenant set forth in Section 6.22 hereof6.10(a) or Section 6.10(b), including determining compliance with Section 6.22 hereof as of applicable, at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAR, a “Specified Equity Contribution”); provided that (a) notice of the Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than ten (10) Business Days after the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vb) in each consecutive four (4) consecutive fiscal quarter period of the Borrower there shall will be no more than at least two (2) fiscal quarters (which may be consecutive) in which the Cure Right no Specified Equity Contribution is exercisedmade, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount shall amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with the financial covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, (d) all Specified Equity Contributions will be disregarded for purposes of complying with Section 6.22the calculation of Consolidated EBITDAR for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDAR, (ye) upon there shall be no more than three (3) Specified Equity Contributions made in the aggregate after the Effective Date and (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the financial covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, for the current fiscal quarter and any subsequent period that includes such fiscal quarter. So long as the Borrower is entitled to exercise an equity cure pursuant to the foregoing terms and provisions of this Section 6.10(c), from the effective date of the Borrower’s delivery to the Administrative Agent’s receipt Agent of a irrevocable written notice from that the Borrower that it intends shall cause a Specified Equity Contribution to exercise be made pursuant to the terms hereof until the earlier to occur of the Cure Right (a “Notice of Intent to Cure”), until the 15th day following Expiration Date and the date of delivery of on which the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relatesAdministrative Agent is notified that the required contribution will not be made, none of neither the Administrative Agent nor any Lender shall exercise the right to impose default interest, accelerate the Loans or Obligations, terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on enforcement remedy against any Loan Party or take possession any of the Collateral its Subsidiaries or any of their respective properties solely on the basis of such Event of Default with respect to the financial covenant in Section 6.10(a) or Section 6.10(b), as applicable, in respect of which such notice was delivered; provided that until timely receipt of the applicable Specified Equity Contribution, an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely deemed to exist for the purpose of compliance with Section 6.22 and shall be disregarded for all other purposes of determining this Agreement, including, without limitation, Article IV and Article VI hereof and any financial ratio-based conditions, pricing term or provision of any Loan Document which prohibits any action to be taken by a Loan Party or any available basket (in reliance upon of its Restricted Subsidiaries during the Available Amount, Growth Amount or otherwise) under this Agreementexistence of an Event of Default.

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Article X, in the event that the Borrower fails to comply with the requirements of Section 6.22 as any of the end of any relevant fiscal quarterFinancial Covenants, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter then until the date that is 15 days after fifteenth Business Day following the date on which the Compliance Certificate in respect of the applicable fiscal quarter is required to be delivered pursuant to Section 6.1(e8.01(d), the members of Holdings shall have the right to (i) purchase Capital Stock (which shall be in the form of common equity or other equity having terms reasonably acceptable to the Agent) of Holdings or to contribute additional capital in respect of their existing Capital Stock of Holdings and (ii) make payment for such fiscal quarter) to issue common Equity Interests for Capital Stock in cash or otherwise receive make such capital contributions in cash contributions within fifteen (15) Business Days following the date on which the Compliance Certificate in respect of the applicable fiscal quarter is required to its common equity be delivered pursuant to Section 8.01(d) (collectively, the “Cure Right”); provided that Holdings shall immediately upon receipt of such cash payment contribute one hundred percent (100%) of such payment to the capital of Borrower, and upon the receipt by Borrower of such cash contribution (the “Specified Equity Contribution”) pursuant to the exercise by such members and Holdings of such Cure Right, the Consolidated EBITDA shall be increased, solely for the purpose of determining compliance with the Financial Covenants with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the amount of the Specified Equity Contribution (the “Cure Amount”), and thereupon . The Borrower shall immediately apply the Borrower’s compliance with Section 6.22 shall be recalculated giving effect full Cure Amount to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding payment of the absence of an addback Obligations in the definition of “Consolidated EBITDA”manner specified in Section 5.02(b), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but notrecalculations, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness Borrower shall then be in connection therewith), compliance with the requirements of Section 6.22 all Financial Covenants (and shall be satisfieddeliver to Agent a pro forma Compliance Certificate demonstrating such compliance), then the requirements of Section 6.22 Borrower shall be deemed satisfied to have complied with the Financial Covenants as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 the Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement. For the avoidance of doubt, no Lender shall have any obligation to make additional loans or otherwise extend credit hereunder until the Event of Default has been cured. In the event the Borrower does not cure all applicable Financial Covenant violations as provided in this Section 10.03, the existing Events of Default shall continue unless waived in writing by the Required Lenders in accordance herewith. Notwithstanding anything herein to the contrary, (vi) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than at least two (2) fiscal quarters (which may be consecutive) in which the no Cure Right is exercised, (wii) no more than five (5) Specified Equity Contributions may be made during the term of this Agreement, (iii) the Cure Right shall not be exercised more than five in any two (52) timesconsecutive fiscal quarters, (xiv) the Cure Amount amount of any Specified Equity Contribution shall be no greater than the minimum amount required to cause Borrower to be in compliance with the Financial Covenants, and (v) no Indebtedness repaid with the proceeds of a Specified Equity Contribution shall be deemed repaid for purposes of complying determining compliance with the Financial Covenants for any fiscal quarter in which a Specified Equity Contribution is included in Consolidated EBITDA. For the avoidance of doubt, after determining compliance with the Financial Covenants pursuant to Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to 9.13 for all applicable periods in which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and is included in determining such compliance, all Specified Equity Contributions shall be disregarded for all other purposes under this Agreement, including for purposes of determining the availability or amount of any financial ratiocovenant baskets or carve-based conditionsouts, pricing in each case that would otherwise be impacted by Consolidated EBITDA amounts or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.Financial Covenant levels. 124

Equity Cure. Notwithstanding anything to Cash proceeds from the contrary contained in this ARTICLE 7, in the event that equityholders of the Borrower fails with respect to comply with the requirements of Section 6.22 as a sale of, or contribution to, equity (which equity shall be common equity, “qualified” preferred equity or other equity other than Disqualified Stock of the end Borrower) of any relevant fiscal quarter, the Borrower shall have made after the right (the “Cure Right”) (at any time during such fiscal quarter Effective Date and on or thereafter until prior to the date that is 15 days 10 Business Days after the date the Compliance Certificate is on which financial statements are required to be delivered pursuant to Section 6.1(e10.3(a) for such fiscal quarteror 10.3(b) with respect to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity any Fiscal Quarter (the “Cure AmountDate”) (and such cash proceeds shall not have been applied or used for any other purpose (including, without limitation, as an increase to or usage of the Available Amount pursuant to the definition thereof or to effectuate an equity cure pursuant to this section in any other Fiscal Quarter), and thereupon are not restricted for any purpose and remain available in accounts of the Borrower’s compliance with Section 6.22 shall be recalculated giving effect ) may, by written notice from the Borrower to the following pro forma adjustment: Consolidated EBITDA shall Administrative Agent prior to the Cure Date, be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), solely EBITDA for the applicable 12 month period for the purposes of determining compliance with the covenant set forth in Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of 10.7.2 at the end of such fiscal quarter Fiscal Quarter and applicable subsequent periods that include such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of EBITDA, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to CureSpecified Equity Contribution”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e; provided that (a) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right a Specified Equity Contribution shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with the covenant set forth in Section 6.22 10.7.2 and shall not be disregarded included for purposes any other purpose with respect to any Fiscal Quarter in which it is included in EBITDA, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenants, (c) there shall be no more than five (5) Specified Equity Contributions made during the term of this Agreement and no more than two (2) Specified Equity Contributions made during any four consecutive Fiscal Quarters, (d) there shall be no pro forma reduction in Debt as a result of any prepayments of Debt with the proceeds of any Specified Equity Contribution for determining compliance with the covenant under Section 10.7.1 or 10.7.2 as of and for the Fiscal Quarter with respect to which such Specified Equity Contribution is made; provided that such Specified Equity Contribution shall reduce Debt in future fiscal quarters to the extent used to prepay any financial ratio-based conditionsapplicable Debt, pricing and (e) for the avoidance of doubt, any cash proceeds from any sale of, or contribution to, such equity that are not applied as a Specified Equity Contribution in respect of any Fiscal Quarter and are not applied or used for any purpose may be available basket (in reliance upon future Fiscal Quarters for use as a Specified Equity Contribution, subject to the Available Amount, Growth Amount or otherwise) under this Agreementterms and conditions above.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Borrowers fail to comply with the requirements of financial covenants set forth in Section 6.22 6.12 hereof as of the end last day of any relevant fiscal quarter, the proceeds of any cash equity contribution (in the form of common equity or other “qualified” equity having terms reasonably acceptable to the Administrative Agent) to any Borrower shall have after the right (the “Cure Right”) (at any time during last day of such fiscal quarter (beginning with the first full fiscal quarter following the Fifth Amendment Effective Date) during the period beginning on the last day of each applicable fiscal quarter as of which any such failure to comply occurs and on or thereafter until prior to the date day that is 15 days ten (10) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such that fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (quarter will, at the “Cure Amount”)irrevocable election of the Borrowers, and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with covenants under Section 6.22 hereof, including determining compliance with Section 6.22 6.12 hereof as of at the end of such fiscal quarter and applicable any subsequent periods period that include includes such fiscal quarterquarter (the proceeds of any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) in each four (4) fiscal quarter period, there shall be no more than two non-consecutive fiscal quarters in respect of which a Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall not exceed the amount required to cause the Borrowers to be in pro forma compliance with the financial covenants set forth in Section 6.12 hereof as of such date, (c) all Specified Equity Contributions shall be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by an amount equal reference to EBITDA, (d) notwithstanding any prepayment required hereunder, there shall be no pro forma reduction of Indebtedness with respect to the Cure Amountproceeds of any Specified Equity Contribution for the purposes of determining compliance with such financial covenants for the fiscal quarter in which such Specified Equity Contribution is made, (e) the proceeds received by the Borrowers from each Specified Equity Contribution shall be promptly used by the Borrowers to prepay the Revolving Loan and (f) there shall be no more than three (3) Specified Equity Contributions made in the aggregate after the Effective Date. IfNotwithstanding Section 7.01(d), if, after giving effect to the foregoing recalculations (but notprovided for in the preceding paragraph, the Borrowers shall then be in compliance with the covenants under Section 6.12 hereof for the avoidance measurement period as of doubt, taking into account any immediate repayment the last day of Indebtedness in connection therewith)such fiscal quarter, the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 Loan Parties shall be deemed satisfied to have been in compliance with such financial covenants as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default Default of Section 6.22 such financial covenants or Event of Default that had occurred shall be deemed cured not to have occurred for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of any financial covenant set forth in this Section 6.22 9.15 as of the end last day of any relevant fiscal quarter, any cash equity contribution to Holdings (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings and having terms reasonably acceptable to the Borrower shall have Administrative Agent, in each case contributed by Holdings to the right (Borrower) after the “Cure Right”) (at any time during last day of such fiscal quarter and on or thereafter until prior to the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such that fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (quarter will, at the “Cure Amount”), and thereupon irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of the Borrower’s intent to make a Specified Equity Contribution shall be irrevocable and delivered no later than the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vb) in each consecutive four fiscal quarter period there will be at least two (42) fiscal quarters in which no Specified Equity Contribution is made and those shall not be consecutive fiscal quarter period periods, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the Borrower calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (e) there shall be no more than two (2) fiscal quarters (which may be consecutive) Specified Equity Contributions made in which the Cure Right is exercisedaggregate after the Closing Date, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xf) the Cure Amount amount of any Loans prepaid with the proceeds of Specified Equity Contributions shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded deemed outstanding for purposes of determining any financial ratio-based conditions, pricing or any available basket compliance with such covenants for the current fiscal quarter and the next three (in reliance upon 3) fiscal quarter thereafter and (h) the Available Amount, Growth Amount or otherwise) under this Agreementamount of each Specified Equity Contribution shall not exceed $5,000,000 and the aggregate amount of all Specified Equity Contributions shall not exceed $10,000,000.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of financial covenant set forth in Section 6.22 7.1 as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution to Borrower (funded with the proceeds of common equity issued by the Borrower shall have or other equity issued by the right (Borrower having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Stock) after the “Cure Right”) (at any time during last day of such fiscal quarter Fiscal Quarter and on or thereafter until prior to the date day that is 15 days fifteen (15) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant for that Fiscal Quarter will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant in Section 7.1 at the end of such Fiscal Quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of Borrower’s intent to Section 6.1(eaccept a Specified Equity Contribution shall be delivered by the Borrower no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, (b) for in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity financial covenant (the “Cure Amount”), and thereupon (d) all Specified Equity Contributions will be disregarded for purposes of the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”)for all other purposes, solely for the purposes of including calculating basket levels, pricing, determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter incurrence based or pro forma calculations or conditions and applicable subsequent periods that include such fiscal quarter, any other items governed by an amount equal reference to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contraryConsolidated EBITDA, (ve) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) timesSpecified Equity Contributions made in the aggregate after the Restatement Date, and (xf) the Cure Amount there shall be no greater than pro forma or other reduction in Consolidated Total Net Indebtedness (through either netting of cash or prepayment of Indebtedness) in connection with any Specified Equity Contribution (or the amount required application of the proceeds thereof) for purposes determining compliance with each financial covenant under Article VII for the periods including the Cure Quarter unless actually utilized to pay down the Term Loans; provided that there shall be no de-leveraging credit for the period ending on the last day of complying with Section 6.22, (y) upon the Administrative Cure Quarter in respect of which the equity cure is exercised. Upon the Agent’s receipt of a notice from the Borrower that it intends of its intent to exercise make a Specified Equity Contribution pursuant to this Section 7.4 no later than the Cure Right (a “Notice of Intent day on which financial statements are required to Cure”)be delivered for the applicable Fiscal Quarter, then, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(ethat is fifteen (15) to which Business Days after such Notice of Intent to Cure relatesdate, none of the Administrative neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise Sections 7.1 in respect of the Cure Right period ending on the last day of such Fiscal Quarter; provided that in no event shall be counted only as Consolidated EBITDA the Lenders have any obligation to fund any Loan or issue and solely for the purpose Letter of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this AgreementCredit until such Specified Equity Contribution is made.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE Section 7, in the event that the Borrower fails Borrowers fail to comply with the requirements of Section 6.22 as of the end of any relevant fiscal quarterfinancial covenants set forth in Sections 5.9(a), the Borrower (b) or (d) hereof, Borrowers shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is 15 five (5) days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e5.1(a)(iv) for such fiscal quarterhereof) to issue common Equity Interests equity interests for cash or otherwise receive cash contributions to its common their equity (the “Cure Amount”), and thereupon the Borrower’s Borrowers’ compliance with Section 6.22 Sections 5.9(a), (b) or (d) hereof shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance a) with respect to Section 6.22 5.9(a) hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure AmountAmount shall constitute a corresponding increase in Working Capital; (b) with respect Section 5.9(b) hereof, the Cure Amount shall constitute a corresponding increase in Tangible Net Worth; and (c) with respect to Section 5.9(d) hereof, the Cure Amount shall constitute a corresponding decrease in Capital Expenditures. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith)recalculations, the requirements of Section 6.22 Sections 5.9(a), (b) or (d) hereof shall be satisfied, then the requirements of Section 6.22 Sections 5.9(a), (b) or (d) shall be deemed satisfied as of the end of the relevant fiscal quarter of Borrowers with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 Sections 5.9(a), (b) or (d) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xa) the Cure Amount shall be no greater than the amount required for purposes any cure of complying with Section 6.22, 5.9(a) hereof may not exceed five hundred thousand dollars (y$500,000) in any fiscal quarter of Borrowers and (d) upon the Administrative AgentLender’s receipt of a notice from the Borrower Borrowers that it intends they intend to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th fifth (5th) day following the date of delivery of the Compliance Certificate under pursuant to Section 6.1(e5.1(a)(iv) hereof to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall not exercise the right to accelerate the Revolving Credit Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender Term Loan or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and Sections 5.9(a), (zb) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwised) under this Agreementhereof.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Borrowers fail to comply with the requirements of Section 6.22 as any financial covenant set forth in Sections 6.15.1 through 6.15.3 of this Agreement, until the tenth (10th) calendar day after delivery of the end of any relevant fiscal quarterrelated Compliance Certificate, the Borrower GPB Prime shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests Permitted Cure Securities (or cause Parent Holdings Guarantor to issue Permitted Cure Securities) for cash or otherwise receive cash contributions to its common equity the capital of GPB Prime (or Parent Holdings Guarantor, as the case may be) and, in each case, apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such applicable Fiscal Quarter (the “Cure Right”); provided, that (a) such proceeds are actually received by GPB Prime (or Parent Holdings Guarantor, as the case may be) no later than ten (10) calendar days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) (the “Cure Amount”)) such Event of Default under Sections 6.15.1 through 6.15.3 for such period, (c) the Cure Right shall not be exercised more than four times during the term of the Credit Facilities and thereupon the Borrower’s compliance with Section 6.22 (d) in each period of four (4) Fiscal Quarters, there shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased at least two (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to 2) consecutive Fiscal Quarters during which the Cure AmountRight is not exercised. If, after giving effect to the foregoing recalculations pro forma adjustment (but notnot giving pro forma effect to any netting of cash on account of the Cure Amount (but, for the avoidance of doubt, taking into account any immediate giving effect to the repayment of Indebtedness in connection therewithusing the proceeds of such Cure Amount), the requirements of Section 6.22 Borrowers are in compliance with the financial covenants set forth in Sections 6.15.1 through 6.15.3, the Borrowers shall be satisfied, then deemed to have satisfied the requirements of Section 6.22 shall be deemed satisfied such Sections as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply therewith at on such date, and the applicable breach or default of Section 6.22 such Sections 6.15.1 through 6.15.3 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein The parties hereby acknowledge that this Section 7.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right Sections 6.15.1 through 6.15.3 and shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater result in any adjustment to any amounts other than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for referred to in the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementimmediately preceding sentence.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of any financial covenant set forth in this Section 6.22 9.15 as of the end last day of any relevant fiscal quarter, any cash equity contribution to Holdings (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings and having terms reasonably acceptable to the Borrower shall have Administrative Agent, in each case contributed by Holdings to the right (Borrower) after the “Cure Right”) (at any time during last day of such fiscal quarter and on or thereafter until prior to the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such that fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (quarter will, at the “Cure Amount”), and thereupon irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of the Borrower’s intent to make a Specified Equity Contribution shall be irrevocable and delivered no later than the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vb) in each consecutive four fiscal quarter period there will be at least two (42) fiscal quarters in which no Specified Equity Contribution is made and those shall not be consecutive fiscal quarter period periods, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the Borrower calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA until the first calculation date following the receipt by the Administrative Agent of the financial information and related compliance certificate for the first full fiscal quarter ending after the date of the payment of the Specified Equity Contribution, (e) there shall be no more than two (2) fiscal quarters (which may be consecutive) Specified Equity Contributions made in which the Cure Right is exercisedaggregate after the Closing Date, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xf) the Cure Amount amount of any Loans prepaid with the proceeds of Specified Equity Contributions shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded deemed outstanding for purposes of determining any financial ratio-based conditions, pricing or any available basket compliance with such covenants for the current fiscal quarter and the next three (in reliance upon 3) fiscal quarter thereafter and (h) the Available Amount, Growth Amount or otherwise) under this Agreementamount of each Specified Equity Contribution shall not exceed $5,000,000 and the aggregate amount of all Specified Equity Contributions shall not exceed $10,000,000.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Loan Parties fail to comply with the requirements of financial covenants set forth in Section 6.22 7.11(a) or (b) as of the end last day of any relevant fiscal quarter, any cash equity contribution to the Borrower shall have Borrowers (funded with proceeds of common equity issued by Holdings or a parent entity thereof or other equity issued by Holdings or a parent entity thereof) on or prior to the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such that fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (quarter will, at the “Cure Amount”)irrevocable election of the Borrowers, and thereupon be included in the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenant at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of the Borrowers’ intent to make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vb) in each consecutive four (4) consecutive fiscal quarter Fiscal Quarter period of the Borrower there shall will be no more than at least two (2) fiscal quarters (which may be consecutive) in which the Cure Right no Specified Equity Contribution is exercisedmade, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount shall amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of complying with Section 6.22the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (ye) upon there shall be no more than four (4) Specified Equity Contributions made in the Administrative Agent’s receipt aggregate after the Restatement Date, (f) any Loans prepaid with the proceeds of a notice Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the next three (3) fiscal quarters, and (g) the proceeds received by the Borrowers from each Specified Equity Contribution will be promptly used by the Borrower that it intends Borrowers to exercise prepay the Cure Right (a “Notice of Intent to Cure”), until Term Loans. From the 15th day following the effective date of delivery of such cure notice to the Compliance Certificate under Section 6.1(eAdministrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to which such Notice of Intent to Cure relatesbe delivered, none of neither the Administrative Agent nor any Lender shall exercise the right to impose a default interest rate, accelerate the Loans or Obligations, terminate the Revolving Credit Commitments and neither the Administrative Agent nor Commitment or exercise any other Lender right or secured party shall exercise remedy against the Loan Parties or any right to foreclose on of their Subsidiaries or take possession any of the Collateral their respective properties solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z8.01(b) the Cure Amount received pursuant to any exercise as a result of the Cure Right shall be counted only as Consolidated EBITDA and solely for Loan Parties’ failure to comply with the purpose of compliance with Section 6.22 and shall be disregarded financial covenants referenced in such cure notice; provided that for purposes of determining the satisfaction of the conditions precedent to a borrowing under the Revolving Credit Commitments pursuant to Section 4.02, a Default shall be deemed to exist. Upon receipt by Borrowers of the Specified Equity Contribution, any financial ratio-based conditions, pricing applicable Default or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.Event of Default shall be deemed to have been cured. 138

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Agreement, for purposes of determining compliance with the financial covenants set forth in this Section 6.29 and not for any other purpose, cash equity contributions (which equity shall be common equity or otherwise in a form reasonably acceptable to the event that Agent) made by (x) prior to the A&E Effective Date, Riverstone Holdings and (y) from and after the A&E Effective Date, the Permitted Investors to the Borrower fails to comply with after the requirements of Section 6.22 as beginning of the end of any relevant fiscal quarter, Fiscal Quarter on or prior to the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 days ten (10) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered for such Fiscal Quarter pursuant to Section 6.1(e) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (6.1 will, at the “Cure Amount”), and thereupon request of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), EBITDA solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the Interest Coverage Ratio and Leverage Ratio at the end of such fiscal quarter and applicable subsequent periods that which include such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of EBITDA, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewitha “Specified Equity Contribution”), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary; provided that, (va) in each four consecutive Fiscal Quarter periods, there shall be at least two Fiscal Quarters in respect of which no Specified Equity Contribution is made, (4b) consecutive fiscal quarter period of the Borrower there shall be no more than two four Specified Equity Contributions prior to the Facility Termination Date, and (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xc) the Cure Amount amount of any Specified Equity Contribution shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from to cause the Borrower that it intends to exercise be in pro forma compliance with the Cure Right (a “Notice of Intent to Cure”)Interest Coverage Ratio and Leverage Ratio; provided that, notwithstanding the foregoing, until the 15th day following cash from such Specified Equity Contribution is received by the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relatesBorrower, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right there shall be counted only as Consolidated EBITDA no additional Advances made and solely for the purpose no additional Letters of compliance with Section 6.22 and Credit shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) issued under this Agreement.”

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Credit Parties fail to comply with the requirements of any financial covenant set forth in this Section 6.22 5.9 as of the end last day of any relevant fiscal quarter, any cash equity contribution to the Borrower shall have Parent (funded with proceeds of common equity issued by Parent or other equity issued by Parent and having terms reasonably acceptable to the right (Administrative Agent, in each case contributed by the “Cure Right”Parent to the Borrower) (at any time during after the last day of such fiscal quarter and on or thereafter until prior to the date day that is 15 ten (10) days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for such that fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (quarter will, at the “Cure Amount”), and thereupon irrevocable election of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to included in the following pro forma adjustment: calculation of Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of such covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of the Borrower’s intent to make a Specified Equity Contribution shall be irrevocable and delivered no later than the day on which financial statements are required to be delivered for the applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vb) in each consecutive four fiscal quarter period there will be at least two (42) fiscal quarters in which no Specified Equity Contribution is made and those shall not be consecutive fiscal quarter period periods, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the Borrower calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (e) there shall be no more than two (2) fiscal quarters (which may be consecutive) Specified Equity Contributions made in which the Cure Right is exercisedaggregate after the Closing Date, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xf) the Cure Amount proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans but in no greater than the amount required event shall be double counted for purposes of complying with Section 6.22financial covenant calculation, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (zg) the Cure Amount received pursuant to amount of any exercise Loans prepaid with the proceeds of the Cure Right Specified Equity Contributions shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded deemed outstanding for purposes of determining any financial ratio-based conditions, pricing or any available basket compliance with such covenants for the current fiscal quarter and the next three (in reliance upon 3) fiscal quarter thereafter and (h) the Available Amount, Growth Amount or otherwise) under this Agreementamount of each Specified Equity Contribution shall not exceed $5,000,000 and the aggregate amount of all Specified Equity Contributions shall not exceed $10,000,000.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE Section 7, in the event that the Borrower fails to comply with the requirements of Section 6.22 6.19 as of the end of any relevant 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 20 days after the date the Compliance Certificate compliance certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter6.1(c)) to issue common Equity Interests equity interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 6.19 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA 100% of the Cure Amount shall be increased (notwithstanding applied to the absence repayment of an addback the Obligations in the definition manner set forth in Section 2.8(f)(ii) and the penultimate sentence of “Consolidated EBITDA”Section 2.8(d)(i), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewiththerewith other than as described in this Section 7.6), the requirements of Section 6.22 6.19 shall be satisfied, then the requirements of Section 6.22 6.19 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 6.19 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vw) the Cure Right shall only be applicable during the first three years following the Closing Date, (x) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) a period of at least three fiscal quarters (which may be consecutive) in which the Cure Right is not exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xy) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, 6.19 and (yz) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th 20th day following the date of delivery of the Compliance Certificate compliance certificate under Section 6.1(e6.1(c) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement6.19.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails to comply with the requirements of financial covenants set forth in Section 6.22 7.12 as of the end last day of any relevant fiscal quarter, any cash equity contribution (funded with proceeds from a sale or issuance of Qualified Stock of Borrower) to the capital of Borrower shall have after the right (the “Cure Right”) (at any time during last day of such fiscal quarter and on or thereafter until prior to the date day that is 15 days 10 Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to for that fiscal quarter will, at the irrevocable election of Borrower, be included in the calculation of Adjusted EBITDA solely for the purposes of determining compliance with such covenants in Section 6.1(e) for 7.12 at the end of such fiscal quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of Adjusted EBITDA, a “Specified Equity Contribution”); provided that (a) notice of Borrower’s intent to accept a Specified Equity Contribution shall be delivered by Borrower to Bank no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (b) [reserved], (c) the amount of any Specified Equity Contribution will be no greater than 100% of the amount required to issue common Equity Interests for cash or otherwise receive cash contributions cause Borrower and its Subsidiaries to its common equity be in compliance with such financial covenants (the “Cure Amount”), (d) [reserved], (e) after December 31, 2020 Specified Equity Contributions shall not be made in any two consecutive quarters, (f) the aggregate amount of all Specified Equity Contributions made under this Section 7.13 shall not exceed (i) $15,000,000 in the fiscal year ended December 31, 2020 and thereupon (ii) $10,000,000 per annum in each calendar year thereafter, (g) Borrower shall immediately apply the Borrower’s compliance proceeds of a Specified Equity Contribution to prepay the Term Loan Advance in accordance with Section 6.22 2.3(d)(ii) and (h) there shall be recalculated giving effect to no reduction in Indebtedness in connection with any Specified Equity Contribution (or the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding application of the absence proceeds thereof, including application of an addback in the definition of “Consolidated EBITDA”), solely such proceeds for the purposes of cash netting) for determining compliance with Section 6.22 hereof, including 7.12 for the period ending on the last day of the applicable Cure Quarter; provided that following any prepayment of the Term Loan Advance pursuant to Section 2.3(d)(ii) there shall be a reduction in Indebtedness for determining compliance with Section 6.22 hereof as of 7.12 in future fiscal quarters where such Cure Quarter is included in the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations test period (but notbut, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) de-leveraging credit for the period ending on the last day of the Cure Quarter in respect of which the Cure Right Specified Equity Contribution is exercisedmade). Upon Bank’s receipt of notice from Borrower of its intent to make a Specified Equity Contribution pursuant to this Section 7.13 no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (w) during then, until the term of this Agreement, the Cure Right shall not be exercised more than five (5) timesday that is 10 Business Days after such date, (x) the Cure Amount Bank shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall not exercise the right to accelerate the Loans Term Loan Advance or terminate the Revolving Credit Commitments Advances and neither the Administrative Agent nor any other Lender or secured party Bank shall not exercise any right to foreclose on or take possession of the Collateral and (y) notwithstanding anything to the contrary herein, the Default Rate shall not be applicable, in each case, solely on the basis of an Event of Default having occurred and being continuing under as a result of Borrower’s failure to be in compliance with the financial covenants set forth in Section 6.22 and 7.12 in respect of the period ending on the last day of such fiscal quarter. If, after giving effect to the foregoing pro forma adjustment (z) but not, for the Cure Amount received pursuant avoidance of doubt, giving pro forma adjustment to any exercise repayment of Indebtedness in connection therewith), Borrower is in compliance with the financial covenants set forth in Section 7.12, Borrower shall be deemed to have satisfied the requirements of Section 7.12 as of the Cure Right relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of Section 7.12 that had occurred shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded deemed cured for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.”

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Article VI, in the event that the Borrower fails to comply for purposes of determining compliance with the requirements of Section 6.22 Sections 6.1 and 6.2 as of the end last day of any relevant fiscal quarterFiscal Quarter, any cash equity contribution in the Borrower shall have (which is funded with proceeds of equity issued by the right (Borrower not constituting Disqualified Capital Stock) received after the “Cure Right”) (at any time during last day of such fiscal quarter Fiscal Quarter and on or thereafter until prior to the date day that is 15 days fifteen (15) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e5.1(a) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity 5.1(b), as applicable (the “Cure AmountPeriod”), and thereupon will, upon notice by the Borrower’s compliance with Section 6.22 shall Borrower (which notice must be recalculated giving effect received by the Administrative Agent no later than the day on which financial statements are required to be delivered for the following pro forma adjustment: Consolidated EBITDA shall be increased applicable Fiscal Quarter) (notwithstanding the absence of an addback in the definition of “Consolidated EBITDACure Notice”), solely be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of Sections 6.1 and 6.2 for the end of such fiscal quarter applicable Fiscal Quarter and applicable subsequent periods that include such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations a “Specified Equity Contribution”); provided that (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 a) no Lender shall be satisfied, then required to make any extension of credit during the requirements fifteen (15) Business Day period referred to above unless the Borrower has received the proceeds of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrarySpecified Equity Contribution, (vb) in each four (4) consecutive fiscal quarter period of the Borrower Fiscal Quarter period, there shall be a period of two Fiscal Quarters in which no more than two (2) fiscal quarters (which Specified Equity Contribution is made and only five Specified Equity Contributions may be consecutive) in which the Cure Right is exercised, (w) made during the term of this Agreement, (c) the Cure Right amount of any Specified Equity Contribution shall not exceed the amount required to cause the Borrower to be exercised more than five (5) timesin compliance with Sections 6.1 and 6.2, (xd) all Specified Equity Contributions will be disregarded for purposes of determining the Cure Amount availability of any baskets with respect to the covenants contained in this Agreement and the other Loan Documents, and (e) there shall be no greater than pro forma reduction in Indebtedness (through either netting of cash or prepayment of indebtedness) with the amount required proceeds of any Specified Equity Contribution for purposes of complying determining compliance with Section 6.22, (y) upon Sections 6.1 and 6.2. Upon the Administrative Agent’s receipt of a notice from delivery by the Borrower that it intends to exercise of the Cure Right (a “Notice of Intent to Cure”)Notice, until the 15th day following the date of delivery end of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relatesPeriod, none of neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans Obligations or terminate the Revolving Credit Commitments and neither none of the Administrative Agent nor Agent, any Lender or any other Lender or secured party Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 with respect to the breach of Sections 6.1 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement6.2.

Equity Cure. Notwithstanding anything Subject to the contrary contained limitations set forth in the last sentence of this paragraph (d), for purposes of calculating compliance with the financial covenants set forth in Section 6.8(a) or (b) above, the Cash proceeds from any Equity Cure Investments received by Borrower after the end of the applicable Fiscal Quarter and on or prior to the Anticipated Cure Deadline (as defined below) shall, at the prompt written request of Borrower to Administrative Agent, be included in the calculation of Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purpose of determining compliance with the covenants set forth in this ARTICLE 7, in Section 6.8 and not for any other purpose; provided that (i) the event that financial statements and the Borrower fails to comply with corresponding Compliance Certificate shall be delivered on or before the requirements of Section 6.22 date on which financial statements for the period ending as of the end of any relevant 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 days after the date the Compliance Certificate is Fiscal Quarter are required to be delivered pursuant to Section 6.1(e5.1(b) for the Fiscal Quarter ending on the last day of such period (such date, the “Financial Statement Delivery Date”), (ii) any such Equity Cure Investments shall be in common equity or otherwise on terms acceptable to Administrative Agent, (iii) Borrower shall provide Administrative Agent with written notice of its intent to provide such Equity Cure Investments, (iv) the amount of any such Equity Cure Investments shall be no less than the amount required to cause Borrower to be in compliance with the covenants set forth in Section 6.8(a) or (b), as the case may be, (v) (A) any proceeds of such Equity Cure Investments shall be obtained by Borrower after the end of any period for which the financial covenants set forth in Section 6.8(a) or (b), as the case may be, are being calculated but on or prior to the date which is 10 Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.1(b) for the Fiscal Quarter ending on the last day of such period (the “Anticipated Cure Deadline”), (B) such Equity Cure Investments so obtained shall be included in the calculation of the financial covenants set forth Section 6.8(a) or (b) for such fiscal quarterperiod in accordance with Section 6.8(a) or (b), (C) such Equity Cure Investments shall be deemed (for purposes of calculating such financial covenants pursuant to Section 6.8(a) or (b) for such period and for future periods) to issue common have been made during the Fiscal Quarter immediately preceding the date on which such Equity Interests for cash Cure Investments were actually made, (D) the financial covenants set forth in Section 6.8(a) or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 b) shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA for such period and shall be increased so calculated for any subsequent period that includes the Fiscal Quarter in respect of which the Equity Cure Investment was made, (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. IfE) if, after giving effect to the foregoing recalculations calculations, Borrower is in compliance with the requirements of the financial covenants set forth in Section 6.8(a) or (but notb), for then Borrower shall be deemed to have satisfied such financial covenants set forth in Section 6.8(a) and (b) as of the relevant date of determination and (F) the proceeds of such Equity Cure Investment shall be applied as a mandatory prepayment of the Obligations in accordance with Section 2.14(c), and (vi) neither the Administrative Agent nor any Lender may exercise any rights or remedies on the basis of any actual or purported Event of Default resulting solely from a failure to comply with the financial covenants set forth in Section 6.8(a) or (b), or a failure to provide notice thereof, until the Anticipated Cure Deadline. For the avoidance of doubt, taking into account Equity Cure Investments shall be disregarded for purposes of determining Consolidated Adjusted EBITDA for any immediate repayment financial covenant-based condition or any baskets with respect to the covenants contained in this Agreement, and there shall be no pro forma or other reduction in Indebtedness (via cash netting or otherwise) with the proceeds of Indebtedness any Equity Cure Investment for purposes of determining compliance with the financial covenants set forth in connection therewithSection 6.8(a) or (b), or for determining any financial covenant-based conditions or baskets with respect to the requirements covenants contained in this Agreement, in each case, in the Fiscal Quarter in which such Equity Cure Investment is used (but the limitation set forth in this sentence will not apply in subsequent quarters). Regardless of Section 6.22 shall be satisfiedwhether an Equity Cure Investment is made prior to the applicable Financial Statement Delivery Date, then the requirements any amount of Section 6.22 shall be deemed satisfied as Equity Cure Investment that is in excess of the end of the relevant fiscal quarter amount sufficient to cause compliance with the same effect covenant set forth in Section 6.8(a) or (b), as though there had been no failure to comply therewith at such datethe case may be, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreementnot constitute an Equity Cure Investment. Notwithstanding anything herein to the contraryforegoing, (v) in each no event shall Borrower receive more than four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Equity Cure Right is exercised, (w) Investments during the term of this Agreement, the and no Equity Cure Right shall not Investments may be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor made in any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementtwo consecutive Fiscal Quarters.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Agreement, in the event that the Borrower fails to comply with the requirements of any financial covenant set forth in Section 6.22 as of the end of any relevant fiscal quarter9.01, the Borrower shall have the right to cure such failure to comply (the “Cure Right”) by issuing equity (at any time other than Disqualified Capital Stock) for cash or otherwise receiving cash contributions (a “Specified Equity Contribution”), during the period commencing on the Business Day following the last day of the most recently ended fiscal quarter of the Borrower and ending ten (10) Business Days after the day on which financial statements are required to be delivered pursuant to Sections 8.01(a) or (b), as applicable, with respect to such fiscal quarter (such period, the “Cure Period”), and at the Borrower’s election, such Specified Equity Contribution shall either (x) be included as a current asset or thereafter (y) either (but not both) be included in EBITDAX or be used to repay Debt, and compliance with this Section 9.01 shall be recalculated giving effect to such adjustment for such fiscal quarter and each applicable subsequent period; provided that (i) the Borrower delivers written notice to the Administrative Agent that it has elected to cure the failure to comply and clearly setting forth such Specified Equity Contribution in the computation required therein (which written notice may be included in the certificate required by Section 8.01(c)); (ii) such Specified Equity Contribution is received by the Borrower during the Cure Period; (iii) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which no Specified Equity Contribution is made and the Cure Right may not be exercised in consecutive fiscal quarters; (iv) there shall be no more than five Specified Equity Contributions during the term of this Agreement; (v) the amount of any Specified Equity Contribution shall not exceed the amount necessary for the Borrower to be in pro forma compliance with each of the financial covenants set forth in Section 9.01 for the relevant fiscal period, as applicable; (vi) 100% of the net cash proceeds received by the Borrower from each Specified Equity Contribution will, at the Borrower’s election, either (x) be treated as a current asset or (y) either (but not both) be counted as EBITDAX or used to repay Debt with a permanent reduction in commitments; (vii) all Cure Rights pursuant to this Section 9.01(d) and all Specified Equity Contributions shall be disregarded for the purposes of any financial ratio determination under this Agreement other than for determining compliance with the financial covenants set forth in Section 9.01 and for the avoidance of doubt, may not be relied on for purposes of calculating pro forma compliance with any Financial Covenants hereunder and shall not result in any adjustment to any baskets or other amounts that are based in in whole or in part on compliance with the Financial Covenants); (viii) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the date that is 15 days after 10th Business Day following the date on which financial statements for the Compliance Certificate is fiscal quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 6.1(e8.01(a) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Commitments, and thereupon the Borrower’s compliance with Section 6.22 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as none of the end Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant Event of Default having occurred and being continuing under Section 9.01 (provided that nothing in this clause (viii) shall waive any Default that exists until such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amountrecalculation). If, If after giving effect to such recalculation the foregoing recalculations (but notBorrower is in compliance with Section 9.01, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), Borrower shall be deemed to have satisfied the requirements of this Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied 9.01 as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 9.01 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure.”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in In the event that the Borrower fails Loan Parties fail to comply with the requirements of Section 6.22 financial covenants set forth in this Article 8 as of the end last day of any relevant fiscal quarterquarter of Borrower, any cash equity contribution which is contributed as common equity or another form reasonably acceptable to Agent into Borrower after the Borrower shall have the right (the “Cure Right”) (at any time during first day of such fiscal quarter and on or thereafter until prior to the date day that is 15 days fifteen (15) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant to Section 6.1(e) for that fiscal quarter will, at the irrevocable election of Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with such covenants in this Article 8 at the end of such fiscal quarterquarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contribution may not be made in consecutive Fiscal Quarters, (b) the amount of any Specified Equity Contribution will be no greater than the amount required to issue common Equity Interests for cash or otherwise receive cash contributions cause the Loan Parties to its common equity be in compliance with such financial covenants (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 shall (c) all Specified Equity Contributions will be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely disregarded for the purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter incurrence based or pro forma calculations or conditions and applicable subsequent periods that include such fiscal quarter, any other items governed by an amount equal reference to the Cure Amount. If, after giving effect to the foregoing recalculations EBITDA and (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vd) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two four (24) fiscal quarters (which may be consecutive) Specified Equity Contributions made in which the Cure Right is exercised, (w) during aggregate after the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (y) upon the Administrative Closing Date. Upon Agent’s receipt of a notice from the Borrower that it intends of its intent to exercise the Cure Right (make a “Notice of Intent Specified Equity Contribution pursuant to Cure”)this Section 8.3, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement.that is fifteen

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE Section 7, in the event that the Borrower fails to comply with the requirements of Section 6.22 6.19 as of the end of any relevant 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 20 days after the date the Compliance Certificate compliance certificate is required to be delivered pursuant to Section 6.1(e) for such fiscal quarter6.1(c)) to issue common Equity Interests equity interests for cash or otherwise receive cash contributions to its common equity (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.22 6.19 shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA 100% of the Cure Amount shall be increased (notwithstanding applied to the absence repayment of an addback the Obligations in the definition manner set forth in Section 2.8(f)(ii) and the penultimate sentence of “Consolidated EBITDA”Section 2.8(d)(i), solely for the purposes of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewiththerewith other than as described in this Section 7.6), the requirements of Section 6.22 6.19 shall be satisfied, then the requirements of Section 6.22 6.19 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 6.19 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vw) the Cure Right shall only be applicable during the first three years following the Closing Date, (x) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) a period of at least three fiscal quarters (which may be consecutive) in which the Cure Right is not exercised, (w) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xy) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, 6.19 and (yz) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th 20th day following the date of delivery of the Compliance Certificate compliance certificate under Section 6.1(e6.1(c) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other Lender or secured party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.22 and (z) the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreement6.19.

Equity Cure. Notwithstanding anything For purposes of determining compliance with clauses (a) and (b) of this Section 6.12, any cash equity contribution (which equity shall be common equity or other equity on terms reasonably acceptable to the contrary contained in this ARTICLE 7, in the event that Administrative Agent) made to the Borrower fails (either directly or indirectly) on or prior to comply with the requirements of Section 6.22 as of the end of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 days ten (10) Business Days after the date the Compliance Certificate is day on which financial statements are required to be delivered for a fiscal quarter or fiscal year pursuant to Section 6.1(e5.01 hereof and designated on the date of such contribution as a “Specified Equity Contribution” (each such designation, an “Equity Cure”) for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (will, at the “Cure Amount”), and thereupon request of the Borrower’s compliance with Section 6.22 shall , be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback included in the definition calculation of “Consolidated EBITDA”), solely EBITDA for the purposes of determining compliance with clauses (a) and (b) of this Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of at the end of such fiscal quarter or fiscal year and applicable subsequent periods that include (any such fiscal quarterequity contribution so included in the calculation of EBITDA, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewitha “Specified Equity Contribution”), the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.22 provided that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (vi) in each four (4) consecutive fiscal quarter period of the Borrower there shall be no more than two (2) fiscal quarters (which Specified Equity Contributions may be consecutive) made in which the Cure Right is exercisedany period of four consecutive fiscal quarters, (wii) no more than five Specified Equity Contributions may be made during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (xiii) the Cure Amount amount of any Specified Equity Contribution shall be no greater than 100% of the amount required for purposes to cause Holdings to be in compliance with clauses (a) and (b) of complying with this Section 6.226.12, (yiv) upon all Specified Equity Contributions shall be disregarded for all other purposes herein other than determining compliance with the Administrative Agent’s receipt covenants in clauses (a) and (b) of a notice from this Section 6.12 and shall not result in any pro forma reduction of Indebtedness or increase in cash with respect to the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) fiscal quarter with respect to which such Notice of Intent to Cure relatesSpecified Equity Contribution was made, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments and neither the Administrative Agent nor any other (v) no Lender or secured party Issuing Bank shall exercise be required to make any right to foreclose on or take possession extension of the Collateral solely on the basis of credit hereunder if an Event of Default having under the covenants set forth in Sections 6.12(a) or (b) has occurred and being is continuing under Section 6.22 during the ten (10) Business Day period during which Borrower may exercise an Equity Cure unless and (z) until the Cure Amount received pursuant to any exercise of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) under this AgreementSpecified Equity Contribution is actually received.