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 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 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 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 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. (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 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. 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. (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 pursuant to Section 6.08(b) (the Borrower fails to comply with the requirements of Section 6.22 “Total Leverage 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 the Total Leverage 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 equity 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 in the Borrower or otherwise in a form reasonably acceptable to the Administrative Agent) on or after the first 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(e5.01(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 Total Leverage 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”), and thereupon the Borrower’s compliance with Section 6.22 ; provided that such Equity Cure Contribution is Not Otherwise Applied. 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 Total Leverage 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 all components thereof and any baskets 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 as a result of any prepayments of Indebtedness with the proceeds of any Equity Cure Contribution for determining compliance with the Total Leverage 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 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 periods that include such fiscal quarter, by contribution in cash to the Borrower (which equity contribution shall not be Disqualified Capital Stock in the Borrower)) in an amount equal necessary to cause the Cure Amount. If, after giving effect Borrower to be in compliance with 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 Total Leverage Covenant as of the end of and for the relevant fiscal quarter Test Period ending on the last day of such Cure Quarter, the Total Leverage Covenant under Section 6.08(b) 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 Total Leverage Covenant under Section 6.08(b), 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 Total Leverage 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 stating the Borrower’s intent to exercise the Cure Right cure such Event of Default (a “Notice of Intent to Cure”)) prior to the making of an Equity Cure Contribution (but in any event no later than 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 Total Leverage 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 and new Letters of Credit shall not be issued unless and until the 15th day following Equity Cure Contribution is made or all existing Events of Default are waived or cured or the date Required Revolving Lenders otherwise consent to the advance of delivery Revolving Loans or the issuance of the Compliance Certificate under Section 6.1(enew Letters of Credit, (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(b), 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 pursuant to any exercise Expiration Date, such Event of the Cure Right 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 Agreementspring into existence after such time.

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. (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 pursuant to Section 6.08(b) (the Borrower fails to comply with the requirements of Section 6.22 “Total Leverage 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 the Total Leverage 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 equity 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 in the Borrower or otherwise in a form reasonably acceptable to the Administrative Agent) on or after the first 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(e5.01(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 Total Leverage 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”), and thereupon the Borrower’s compliance with Section 6.22 ; provided that such Equity Cure Contribution is Not Otherwise Applied. 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 Total Leverage 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 all components thereof and any baskets 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 as a result of any prepayments of Indebtedness with the proceeds of any Equity Cure Contribution for determining compliance with the Total Leverage 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 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 periods that include such fiscal quarter, by contribution in cash to the Borrower (which equity contribution shall not be Disqualified Capital Stock in the Borrower)) in an amount equal necessary to cause the Cure Amount. If, after giving effect Borrower to be in compliance with 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 Total Leverage Covenant as of the end of and for the relevant fiscal quarter Test Period ending on the last day of such 181 Cure Quarter, the Total Leverage Covenant under Section 6.08(b) 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 Total Leverage Covenant under Section 6.08(b), 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 Total Leverage 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 stating the Borrower’s intent to exercise the Cure Right cure such Event of Default (a “Notice of Intent to Cure”)) prior to the making of an Equity Cure Contribution (but in any event no later than 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 Total Leverage 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 and new Letters of Credit shall not be issued unless and until the 15th day following Equity Cure Contribution is made or all existing Events of Default are waived or cured or the date Required Revolving Lenders otherwise consent to the advance of delivery Revolving Loans or the issuance of the Compliance Certificate under Section 6.1(enew Letters of Credit, (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(b), 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 pursuant to any exercise Expiration Date, such Event of the Cure Right 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 Agreementspring into existence after such time.

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. (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 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 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 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. 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 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. 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 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 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. 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 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 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 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 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 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 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 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 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. (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 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 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 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 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. 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 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. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Section 9.1, in for the event that purpose of determining whether an Event of Default under Section 7.1 (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 first 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 6), pricing (iii) no Cure Amounts will increase (or count towards) the Consolidated Fixed Charge Coverage 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 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. (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, directly or indirectly, (which equity shall be common equity or otherwise in a form reasonably acceptable to the “Administrative Agent) in Holdings in cash, which Holdings shall contribute, directly or indirectly, to any Borrower in cash (which equity shall be common equity in such Borrower or otherwise in a form reasonably acceptable to the Administrative Agent) 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 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 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”), and thereupon the Borrower’s compliance with Section 6.22 ; provided that such Equity Cure Contribution is Not Otherwise Applied. 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, (A) upon receipt of the Cure Amount by Holdings (and the subsequent contribution in cash to a Borrower (which equity contribution shall not be Disqualified Capital Stock in such Borrower)) in the amount (but not, for not more than the avoidance of doubt, taking into account any immediate repayment of Indebtedness amount) necessary to cause the Borrowers to be in connection therewith), compliance with the requirements of Section 6.22 shall be satisfied, then 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 an irrevocable notice from the Borrower that it intends Borrowers delivered concurrent with the delivery of financial statements pursuant to exercise the Cure Right Section 5.01(a) or (a b), as applicable (“Notice of Intent to CureCure ”), 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) without the consent of the Required Revolving Lenders, the Borrowers 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 Equity Cure Contribution is made or all existing Events of Default are waived or cured, (iii) without the date of delivery consent of the Compliance Certificate under Section 6.1(eRequired DDTL Lenders, no Lender shall extend new Delayed Draw Term Loans unless and until the Equity Cure Contribution is made or all existing Events of Default are waived or cured, (iv) 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 (zv) 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 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. Notwithstanding anything For purposes of determining compliance with clauses (a), (b) and (c) 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), (b) and (c) 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 of complying to cause Holdings to be in compliance with Section 6.22clauses (a), (yb) upon and (c) of this Section 6.12, (iv) all Specified Equity Contributions shall be disregarded for all other purposes herein other than determining compliance with the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right covenants in clauses (a “Notice of Intent to Cure”a), until (b) and (c) of this Section 6.12 and shall not result in any pro forma reduction of Indebtedness or increase in cash with respect to 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), (b) or (c) 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.

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 any financial covenant set forth in Section 6.22 as 8.11(a), until the tenth (10th) Business Day after delivery of the end of any relevant fiscal quarterrelated Compliance Certificate, the Borrower Intermediate Holding Company shall have the right to issue Permitted Cure Securities for Cash or otherwise receive Cash contributions to the capital of the Intermediate Holding Company from the Holding Company or the Parent, and, in each case, apply the amount of the proceeds thereof to repay the Loans in the manner set forth in Section 2.4(c)(iii) (the “Cure Right”); provided that (a) such proceeds are actually received by the Intermediate Holding Company no later than ten (at any time during such fiscal quarter or thereafter until 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 with respect to Section 6.1(e) for such fiscal quarterquarter hereunder, (b) such proceeds are in an amount sufficient to, but do not exceed the aggregate amount necessary to, cure (by addition to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity EBITDA) (the “Cure Amount”), and thereupon ) the Borrower’s compliance Event of Default under Section 9.1(d) resulting from the Borrowers’ failure to comply with Section 6.22 shall be recalculated giving effect to 8.11(a) for such period, (c) the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), solely Cure Amount for the purposes of determining compliance Borrowers’ failure to comply 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 8.11(a) shall not exceed an amount equal to the lesser of (i) $2,000,000 and (ii) ten percent (10%) of EBITDA for the Measurement Period then ended, (d) the Cure AmountRight shall not be exercised (i) in consecutive fiscal quarters, or (ii) more than two (2) times during the term of this Agreement, (e) such proceeds shall be applied, no more than one (1) Business Day after receipt by the Intermediate Holding Company of such proceeds, to prepay the Loans in the manner set forth in Section 2.4(c)(iii), and (f) concurrently with the receipt by the Intermediate Holding Company of such proceeds, the Intermediate Holding Company shall deliver to the Administrative Agent a restated Compliance Certificate in respect of the Measurement Period then ended, which shall confirm that on a pro forma basis, after taking into account the receipt of the Cure Amount and the application thereof in the manner required under this Agreement, the Borrowers would have been in compliance with Section 8.11(a). If, after giving effect to the foregoing recalculations pro forma adjustment (but not, for the avoidance of doubt, taking into account giving pro forma effect in the fiscal quarter in which the Cure Right is exercised or any immediate Measurement Period that includes such fiscal quarter to any repayment of Indebtedness in connection therewith), the requirements of Borrowers are in compliance with the financial covenants set forth in Section 6.22 8.11(a), the Borrowers shall be satisfied, then deemed to have satisfied the requirements of such Section 6.22 shall be deemed satisfied 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 Event of Default under Section 6.22 9.1(d) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein Prior to the contrary, (v) in each four (4) consecutive fiscal quarter period date 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”)Amount, until and the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e) conforming to which such Notice of Intent to Cure relatesthis Section, 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 (z9.1(d) the Cure Amount received pursuant to any exercise of the Cure Right that had occurred shall be counted only deemed to be continuing and, as Consolidated EBITDA and solely for a result, the purpose of compliance with Lenders shall have no obligation to make additional Loans. The parties hereby acknowledge that this Section 6.22 and shall may not be disregarded relied on for purposes of determining calculating any financial ratio-based conditions, pricing or ratios other than as applicable to Section 8.11(a) and shall not result in any available basket (adjustment to any amounts other than the amount of the EBITDA referred to 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 7Section 11.1(c), in the event that the Borrower fails to comply with the requirements of Section 6.22 as of the end requirement of any relevant fiscal quartercovenant set forth in Section 10.3, the XxXxxxxx Canada and/or any other entity holding Equity Interests of Borrower shall have the right to make a direct or indirect equity investment in Borrower or any Subsidiary in cash (the “Cure Right”) (at any time during prior to the delivery of the Section 10.1.2 Financials with respect to the relevant Fiscal Quarter in which such fiscal quarter or thereafter until covenants set forth in Section 10.3 are being measured, and upon the date that is 15 days after the date the Compliance Certificate is required to be delivered receipt by such Person of net cash proceeds pursuant to Section 6.1(e) for the exercise of the Cure Right (including through the capital contribution of any such fiscal quarter) net cash proceeds to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (such person, the “Cure Amount”), and thereupon the Borrower’s compliance with such covenants set forth in Section 6.22 10.3 shall be recalculated recalculated, giving effect to the following a pro forma adjustment: Consolidated increase to Adjusted EBITDA for such Fiscal Quarter in an amount equal to such net cash proceeds (it being understood that Adjusted 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 respect to such fiscal quarter applicable Fiscal Quarter and applicable subsequent periods any four Fiscal Quarter period that include contains such fiscal quarter, Fiscal Quarter by an amount equal to the Cure Amount). If, after giving effect the exercise of the Cure Right and the recalculations pursuant to the foregoing recalculations (but notpreceding paragraph, 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 such covenants set forth in Section 6.22 10.3 during such Fiscal Quarter (including for purposes of Section 6.2), Borrower shall be satisfied, then deemed to have satisfied the requirements of Section 6.22 shall be deemed satisfied such 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 Default or default Event of Default under Section 6.22 11.1(c) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, cured; provided that (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, (wi) during the term of this Agreement, only two Cure Rights may be exercised, provided, further, that the exercise of such two Cure Right shall Rights may not be exercised more than five (5) timestake place in two consecutive Fiscal Quarters, (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 (zii) the Cure Amount received pursuant with respect to any exercise of such permitted Cure Rights, the Cure Right Amounts for all such Cure Rights may not exceed $15,000,000 in the aggregate. Cure Amounts shall be counted only given effect on a dollar for dollar basis as Consolidated an increase to Adjusted EBITDA and effective as of the relevant test date, by an amount not to exceed the shortfall in Adjusted EBITDA giving rise to the potential Event of Default; provided that such increase to Adjusted EBITDA shall be used solely for the purpose of measuring compliance with such covenants in Section 6.22 10.3 and shall be disregarded not for purposes of determining any financial ratio-based conditions, pricing or any available basket (in reliance upon the Available Amount, Growth Amount or otherwise) other purpose under this Agreement.. SECTION 12 AGENT

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. 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) in each consecutive four fiscal quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is made, (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”), and thereupon (d) there shall be no more than three Specified Equity Contributions made in the Borrower’s compliance aggregate after the Effective Date, (e) 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 $5,000,000, (g) Borrower shall immediately apply the 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. (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 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.

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. 101 Notwithstanding anything to the contrary contained in this ARTICLE 7Section 8.01, in the event that of any Event of Default under any covenant set forth in Section 7.11 and under the Borrower fails to comply with the requirements of covenants set forth in Section 6.22 as 5.16 of the end ABL Credit Agreement (a “Curable Default”) has occurred and is continuing, an equity contribution (in the form of common equity or other equity having terms reasonably acceptable to the Lead Arranger, and in each case, not constituting Disqualified Equity Interests of Holdings, any Borrower, or any Subsidiaries of any relevant fiscal quarterBorrower or Holdings) made to Holdings or any other direct or indirect parent of any Borrower, which is immediately contributed to the equity capital of any Borrower shall have 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 earlier of (x) the Compliance Certificate is day on which financial statements are required to be delivered to the Administrative Agent for that fiscal quarter pursuant to Section 6.1(e6.01(b) and (y) the date on which financial statements required to be delivered for such that fiscal quarterquarter pursuant to Section 6.01(b) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity are actually delivered (the “Cure AmountRequired Contribution Date”)) will, and thereupon at the Borrower’s compliance with Section 6.22 shall written request of the Borrowers, 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 financial covenants at the end of such fiscal quarter and applicable any subsequent periods period that includes such fiscal quarter (any such equity contribution, a “Specified Equity Contribution”); provided that, (a) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Loan Parties to be in compliance with the financial covenants contained in Section 7.11, (b) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including, to the extent applicable, calculating Consolidated EBITDA for purposes of determining basket levels and other items governed by reference to Consolidated EBITDA or that include such fiscal quarter, by an amount equal to Consolidated EBITDA in the Cure Amount. If, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account determination thereof in any immediate repayment of Indebtedness in connection therewithrespect), the requirements of Section 6.22 (c) there shall be satisfied, then no more than four (4) Specified Equity Contributions made in the requirements of Section 6.22 shall aggregate after the Closing Date and Specified Equity Contributions may not 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 made more than twice during any 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 and shall not be exercised more than five (5) timesmade in consecutive fiscal quarters, (xd) the Cure Amount shall proceeds of all Specified Equity Contributions will be no greater than the amount applied to prepay Loans as required for purposes of complying with pursuant to Section 6.222.05(b)(vi), (ye) upon the Borrowers shall deliver to the Administrative Agent’s receipt Agent irrevocable written notice of a notice from the Borrower that it intends its intent to exercise the Cure Right cure (a “Notice of Intent Cure Notice”) any such Curable Default on or before the day on which the financial statements were required to Cure”be delivered for such fiscal quarter pursuant to Section 6.01(b), until which Cure Notice shall set forth the 15th day following the date of delivery calculation of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relates, none applicable amount of the Administrative Agent nor any Lender shall exercise the right Specified Equity Contribution necessary 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 cure such Curable Default having occurred and being continuing under Section 6.22 and (zf) any Loans prepaid with the Cure Amount received pursuant to any exercise 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 compliance with the financial ratio-based conditions, pricing or any available basket (covenants contained in reliance upon Section 7.11 for the Available Amount, Growth Amount or otherwise) under this Agreementcurrent fiscal quarter and the next three fiscal quarters thereafter).

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 EBITDAX 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 EBITDAX 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 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. 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 7 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 7 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 three (3) Specified Equity Contributions made in the aggregate after the Closing Date and no more than two (2) Specified Equity Contributions made in any four fiscal quarters (which may be consecutive) in which quarter period. For the Cure Right is exercised, (w) during the term avoidance of this Agreementdoubt, the Cure Right shall not be exercised more than five (5) times, (x) the Cure Amount proceeds of a Specified Equity Contribution shall be no greater than the amount required for purposes of complying applied in accordance with Section 6.22, (y) upon the Administrative 2.2(e)(iii). 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 7.4, 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 (i) 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 Commitments, (ii) exercise any right to foreclose on or take possession of the Collateral or (iii) exercise any other right or remedy against any Loan Party 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, 7.2 or 7.3 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 fiscal 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 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 7, in In the event that the Borrower fails Loan Parties fail to comply with the requirements of Section 6.22 7.12(a) as of the end last day of any relevant fiscal quarterFiscal Quarter (to the extent Section 7.12(a) is applicable to such Fiscal Quarter) or fail to comply with Section 7.12(b) for any Four Week Reporting Period (each, a “Financial Covenant Default”), any cash equity contribution to the Borrower shall have (funded with proceeds of common equity issued by the right Borrower or other equity issued by the Borrower having terms reasonably acceptable to the Administrative Agent and in any case, not constituting Disqualified Equity Interests) after the last day of such Fiscal Quarter (in the “Cure Right”case of Section 7.12(a)) or such Four Week Reporting Period (at any time during such fiscal quarter in the case of Section 7.12(b)) and on or thereafter until prior to the date day that is 15 days ten (10) Business Days after the date the day on which a Compliance Certificate (in the case of Section 7.12(a)) or a Liquidity Certificate (in the case of Section 7.12(b)) is required to be delivered pursuant to Section 6.1(efor the applicable Fiscal Quarter or Four Week Reporting Period (as applicable) 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 irrevocable election of the Borrower’s compliance with Section 6.22 shall , (i) 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 7.12(a) at the end of such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”) and any subsequent period that includes such Cure Quarter and/or (ii) be added to Liquidity for the applicable subsequent periods Four Week Reporting Period (with such cash deemed to constitute Unrestricted Cash on the balance sheet of the Loan Parties maintained in a Controlled Account for each day during the applicable Four Week Reporting Period) (any such equity contribution so included in the calculation of Consolidated EBITDA and/or Liquidity, a “Specified Equity Contribution”); provided that include such fiscal quarter, (a) written notice of the Borrower’s intent to accept a Specified Equity Contribution (a “Cure Notice”) shall be delivered by an amount equal the Borrower to the Administrative Agent no later than the day on which a Compliance Certificate is required to be delivered for the applicable Fiscal Quarter (in the case of Section 7.12(a)) or a Liquidity Certificate is required to be delivered for the applicable Four Week Reporting Period (in the case of Section 7.12(b)), (b) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with the Financial Covenants (the “Cure Amount. If, after giving effect to ”) for the foregoing recalculations applicable Fiscal Quarter and/or Four Week Reporting Period (but not, for the avoidance of doubt, taking into account if there is an Event of Default under both of the Financial Covenants, such amounts to be designated shall not exceed the maximum aggregate amount necessary to cure any immediate repayment Event of Indebtedness in connection therewithDefault under both of the Financial Covenants as of such date), the requirements of Section 6.22 shall (c) all Specified Equity Contributions will be satisfied, then the requirements of Section 6.22 shall be deemed satisfied as disregarded for purposes of the end calculation of the relevant fiscal quarter Consolidated EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with the same effect as though there had been no failure incurrence-based or pro forma calculations or conditions and any other items governed by reference 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 contraryotherwise based on Consolidated EBITDA, (vd) 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) Specified Equity Contributions made in which the Cure Right is exercisedaggregate after the Closing Date, (we) during the term of this Agreement, the Cure Right shall Specified Equity Contributions may not be exercised more than five (5) timesmade in consecutive Fiscal Quarters or consecutive Four Week Reporting Periods, (xf) the Cure Amount proceeds 106 received by the Borrower from all Specified Equity Contributions shall be used by the Borrower to prepay Loans in accordance with Section 2.7(f)(ii), and (g) there shall be no greater than reduction in Consolidated Total Debt (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 determining compliance with Section 7.12(a) for the period ending on the last day of the applicable Cure Quarter; provided that to the extent any Cure Amount is used to prepay the Loans, there shall be a reduction in Consolidated Total Debt for purposes of complying determining compliance with Section 6.227.12(a) in all future Fiscal Quarters where such Cure Quarter is included in the applicable test period (but, (y) upon for the avoidance of doubt, there shall be no de-leveraging credit for the period ending on the last day of the Cure Quarter in respect of which the equity cure is exercised). Upon the Administrative 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 8.4 no later than the Cure Right day on which a Compliance Certificate is required to be delivered for the applicable Fiscal Quarter (in the case of Section 7.12(a)) or the day on which a “Notice Liquidity Certificate is required to be delivered for the applicable Four Week Reporting Period (in the case of Intent Section 7.12(b)), then, so long as the Borrower is permitted to Cure”)cure a breach of a Financial Covenant pursuant to this Section 8.4 at such time, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(ethat is ten (10) to which Business Days after such Notice of Intent to Cure relatesdate, 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 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 7.12(a) or (zb) in respect of the period ending on the last day of such Fiscal Quarter or Four Week Reporting Period, as applicable. Upon timely receipt by the Borrower in cash of the Cure Amount received and payment of the mandatory prepayment pursuant to any exercise Section 2.7(f)(ii), the Financial Covenant Default(s) in respect of the Cure Right applicable Fiscal Quarter and/or Four Week Reporting Period 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 cured.

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 occurred and being continuing under Section 6.22 and the covenants set forth in Sections 6.12(a) or (zb) the Cure Amount received pursuant has Ratio 3.00 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 Agreement1.0 SECTION 6.11.

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 for purposes of Indebtedness determining compliance with the Financial Covenants set forth in connection therewithSection 7.1(c) or (d), the requirements of Section 6.22 )). All Equity 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 Covenants as of the end of and for the relevant Reference Period (or, in the case of Section 7.1(b), the 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 Borrower) ending on the last day of such applicable Cure Quarter and (2except as set forth in the immediately preceding proviso with respect to Section 7.1(b)) fiscal quarters (which may be consecutive) in which any Reference Periods ending on the Cure Right is exercised, (w) during the term last day 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 any of the Compliance Certificate under Section 6.1(e) to which such Notice of Intent to Cure relatessubsequent three fiscal quarters, 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 including 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 determination of the Available AmountAmount and all components thereof and any baskets with respect to the covenants contained in Section 7 (other than Section 7.1). Notwithstanding anything to the contrary contained in Section 8.1, Growth (A) upon receipt of the Cure Amount or otherwiseby the Borrower in an amount necessary to cause the Borrower to be in compliance with the applicable Financial Covenant, 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) under this Agreement.ending on the last day of such applicable Cure Quarter, the applicable Financial Covenant, shall be deemed satisfied and complied with as of the end of and for such Reference Period (or, in the case of Section 7.1(b), the applicable fiscal quarter of 128

Equity Cure. (a) Notwithstanding anything to the contrary contained in this ARTICLE 7Article VII, in the event that the Borrower fails to comply with the requirements of either Section 6.22 6.15(a) or 6.15(b) as of the end of any relevant fiscal quarterFiscal Quarter or Fiscal Month or Borrower projects that it will fail to comply with the requirements of either Sections 6.15(a) or 6.15(b) as of the end of such Fiscal Quarter or Fiscal Month (in either case, the a “Subject Covenant Default”), Borrower shall have the right right, subject to the terms and conditions of this Section 7.3, to effect a “cure” of the Subject Covenant Default(s) (the “Cure Right”), provided that Bank will have the option to reject such cure if the Cure Amount (hereinafter defined) is greater than or equal to $500,000. Subject to Sections (a) and (b), Borrower may exercise the Cure Right at any time during such fiscal quarter the period commencing on the first day of the Fiscal Quarter or thereafter until Fiscal Month during which the Subject Covenant Default(s) occurred or is projected to occur and continuing up to and including the expiration of the tenth (10th) day following the date that is 15 days after the date on which the Compliance Certificate with respect to such Fiscal Quarter or Fiscal Month (or the Fiscal Year ended on the last day of such Fiscal Quarter) is required due in accordance with Section 5.3(c) (the “Cure Right Exercise Period”); provided that the Cure Right Exercise Period for a Subject Covenant Default shall immediately terminate upon Bank’s receipt of written notice from Borrower that it is not electing to exercise the Cure Right for such Subject Covenant Default. The Cure Right may be effected only during the Cure Right Exercise Period by Borrower 2 or, subject to Section 3.1 of the Security Agreement, Borrower issuing Ownership Interests that are Permitted Issuances and using the Net Proceeds of such issuance to make a cash contribution to the capital of Borrower, which amount, for covenant compliance purposes, shall be treated as a dollar-for-dollar increase in Consolidated Adjusted EBITDA with respect to the applicable Fiscal Quarter or Fiscal Month in the amount sufficient to cause Borrower to be delivered pursuant to Section 6.1(ein compliance with the requirements of Sections 6.15(a) for or 6.15(b) as of the end of the applicable Fiscal Quarter or Fiscal Month on a Pro Forma Basis (such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (amount, the “Cure Amount”). Upon Borrower’s receipt of the Cure Amount, and thereupon the BorrowerBank’s compliance with Section 6.22 shall be recalculated receipt of a Compliance Certificate giving effect to such Cure Amount and evidencing that the following pro forma adjustment: Consolidated EBITDA shall be increased Subject Covenant Default(s) have been “cured” on a Pro Forma Basis (notwithstanding the absence of an addback in the definition of “Consolidated EBITDACure Date”), 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 Borrower shall be deemed 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), have satisfied the requirements of Section 6.22 shall be satisfied, then the requirements of Section 6.22 shall be deemed satisfied Sections 6.15(a) or 6.15(b) as of the end of the relevant fiscal quarter applicable Fiscal Quarter or Fiscal Month (and any 4 Fiscal Quarter period that contains such Fiscal Quarter or twelve (12) Fiscal Month period that contains such Fiscal Month), 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 Subject Covenant Default(s) shall be deemed cured for and no longer continuing; provided that the purposes Cure Date shall in no event occur after the expiration 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 exercisedExercise Period, (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 and 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 attempted exercise of the Cure Right that does not result in the Cure Date occurring on or prior to the expiration of the Cure Right Exercise Period shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall be disregarded ineffective for purposes of determining waiving the Subject Covenant Defaults. Prior to the Cure Date in accordance with the foregoing, any Event of Default that has occurred as a result of the Subject Covenant Defaults shall be deemed to be continuing and, as a result, Bank shall have no obligation to make additional Revolving Loans, issue any additional Letters of Credit, or otherwise extend additional credit hereunder; provided that during the Cure Right Exercise Period, except as otherwise set forth in this sentence before this proviso, Bank shall forbear from exercising any of its other rights and remedies available to it that arise solely from the existence of the Subject Covenant Defaults. In the event Borrower does not cure all financial ratio-based conditionscovenant violations as provided in this Section 7.3, pricing or any available basket (the Subject Covenant Defaults shall continue unless waived in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementwriting by Bank in accordance herewith.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7, in the event that the Borrower fails to comply with the requirements The direct or indirect equityholders of Section 6.22 as of the end of any relevant fiscal quarter, the Borrower Holdings shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter from the last day of the Cure Quarter until the date that is 15 days expiration of the thirtieth (30th) day after the date end of such Cure Quarter, to make an equity investment (which equity contribution shall be in the Compliance Certificate is required form of common equity or other Qualified Equity) in Holdings in cash, which Holdings shall contribute in cash to the Borrower as a Specified Equity Contribution in an aggregate amount equal to, but not greater than, the amount necessary to cause the Loan Parties 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 in compliance with the Financial Covenants (hereinafter, the “Cure Amount”), and thereupon upon the Borrower’s compliance with Section 6.22 receipt by Borrower of the Cure Amount, the Financial Covenants shall then be recalculated giving effect to the following pro forma adjustmentadjustments: (a) Consolidated EBITDA shall be increased for the applicable Fiscal Quarter and for the subsequent three (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”)3) consecutive Fiscal Quarters, solely for the purposes purpose of determining measuring compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of the end of such fiscal quarter Financial Covenants 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, (b) all Specified Equity Contributions shall be disregarded for purposes of the determination of any baskets or other ratios with respect to the covenants contained in Article VII; 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 shall be satisfiedthe Financial Covenants, then the requirements of Section 6.22 Borrower shall be deemed satisfied to have been in compliance 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 breach, Default or default Event of Section 6.22 Default of the Financial Covenants that had occurred shall be deemed cured not to have occurred for the purposes this purpose of this Agreement. In the event that (i) no Default or Event of Default exists other than that arising due to failure of the Loan Parties to comply with the Financial Covenants and (ii) Holdings shall have delivered to Administrative Agent written notice of its intention to exercise the Cure Right (which notice shall be delivered no earlier than fifteen (15) days prior to, and no later than the fifth (5th) day subsequent to, the date the applicable financial statements are required to be delivered hereunder), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the Financial Covenants as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the thirtieth (30th) day subsequent to the last day of the applicable Cure Quarter and (y) the date, if any, on which Holdings or any Loan Party notifies Administrative Agent in writing that such Cure Right shall not be exercised, then (1) neither Administrative Agent nor any Lender shall exercise any remedies set forth in Section 8.02 hereof during such period and (2) solely for purposes of determining Borrower’s consent rights pursuant to Section 10.06(b)(ii)(A) and Section 10.06(b)(iv)(D), no Event of Default under Section 8.01(b) (solely with respect to a failure under Section 7.12) shall be deemed to exist during such period; provided, that so long as any Default or Event of Default shall be in existence due to failure of the Loan Parties to comply with the Financial Covenants, neither Administrative Agent nor any Lender shall be required to advance any Loans. Notwithstanding anything herein to the contrary, in no event shall Holdings be permitted to exercise the Cure Right hereunder (vx) in each more than four (4) consecutive fiscal quarter period times in the aggregate during the term of the Borrower there shall be no this Agreement or (y) more than two (2) fiscal quarters times in any twelve (which may be consecutive12) 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 AgreementFiscal Month period.

Equity Cure. Notwithstanding anything to the contrary contained in this ARTICLE 7Section 11.3, in the event that the Borrower fails (or, but for the operation of this Section 12, would fail) to comply with the requirements of Section 6.22 as requirement of the end covenant set forth in Section 10.8, until the expiration of any relevant fiscal quarterthe tenth (10th) Business Day after the date on which Section 9.1 Financials with respect to the Test Period in which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1 (such date, the “Cure Expiration Date”), the Borrower shall have may engage in a sale or issuance of any Qualified Equity Interests of the right Borrower or any direct or indirect parent of the Borrower and upon the receipt by the Borrower of net cash proceeds pursuant to the exercise of the Cure Right (the “Cure Right”) (at including through the capital contribution of any time during such fiscal quarter or thereafter until the date that is 15 days after the date the Compliance Certificate is required net cash proceeds 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 (person, the “Cure Amount”), and thereupon the Borrower’s compliance with covenant set forth in such Section 6.22 shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such net cash proceeds; provided that such pro forma adjustment to Consolidated EBITDA shall be increased (notwithstanding the absence of an addback in the definition of “Consolidated EBITDA”), given solely for the purposes purpose of determining compliance the existence of a Default or an Event of Default under the covenant set forth in such Section 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 such Cure Right was exercised and applicable subsequent periods that include such fiscal quarter, by an amount equal to the Cure Amountnot for any other purpose under any Credit Document. If, after giving effect the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the foregoing recalculations Borrower shall then be in compliance with the requirements of the covenant set forth in Section 10.8 during such Test Period (but not, including for the avoidance purposes of doubt, taking into account any immediate repayment of Indebtedness in connection therewithSection 7.1), 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 covenant 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 Default or default Event of Default under Section 6.22 11.3 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, cured; provided that (vi) in each four (4) consecutive fiscal quarter period of the Borrower Test Period there shall be no more than two (2) at least one fiscal quarters (which may be consecutive) quarter in which the no Cure Right is exercised, exercised and (wii) during the term with respect to any exercise of this Agreement, the Cure Right shall not be exercised more than five (5) timesRight, (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 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 compliance with the covenant 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 Agreement10.8.

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 For purposes of determining compliance with the financial maintenance covenants set forth in Sections 7.31 and 7.32 above, any equity contribution (in the form of common equity or other equity having terms reasonably acceptable to the contrary contained in this ARTICLE 7, in the event that Administrative Agent) made 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, Quarter and 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 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) 7.01 for such fiscal quarter) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (that Quarter 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”), Operating Cash Flow solely for the purposes of determining compliance with Section 6.22 hereofthe financial maintenance covenants set forth in Sections 7.31 and 7.32 above for any periods including such Quarter (any such equity contribution, including determining compliance a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Annual Operating Cash Flow 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 respect to the Cure Amount. Ifany Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two consecutive Quarters in the foregoing recalculations Relevant Four Fiscal Quarter Period (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness as defined below) 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 which no Specified Equity Contribution has 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 contrarymade, (vb) 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 four Specified Equity Contributions made while any amounts are outstanding under the Cure Right is exercisedFacilities, (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 and the use of proceeds therefrom will be equal to (but no greater than than) the amount of Annual Operating Cash Flow 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 compliance with the Cure Right financial maintenance covenants set forth in Sections 7.31 and 7.32 above minus the Annual Operating Cash Flow for such fiscal period (a “Notice of Intent as calculated prior to Cure”any Specified Equity Contribution), 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 (zd) all Specified Equity Contributions and the Cure Amount received pursuant to any exercise use of the Cure Right shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.22 and shall proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including calculating Operating Cash Flow for purposes of determining any financial ratio-based conditionsbasket levels, pricing or and other items governed by reference to Operating Cash Flow, and for purposes of the restricted payments covenant). For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any available basket requested Specified Equity Contribution, the four Quarter period ending on (and including) the Quarter in reliance upon the Available Amount, Growth Amount or otherwise) under this Agreementwhich Operating Cash Flow will be increased as a result of such Specified Equity Contribution.

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 7Section 6.1, for purposes of determining whether an Event of Default has occurred under the financial covenant 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 for any relevant fiscal quarter, any Capital Contribution made to, and actually received by, 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 that is 15 days after the date the Compliance Certificate is day on which financial statements are required to be delivered pursuant hereunder for such fiscal quarter will, at the request of the Borrower (delivered to Section 6.1(e) the Administrative Agent in the form of a Notice of Intent to Cure prior to the day on which financial statements are required to be delivered hereunder 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 included in the definition calculation of “Consolidated EBITDA”), Operating Cash Available for Debt Service solely for the purposes of determining compliance with the financial covenant set forth in Section 6.22 hereof, including determining compliance with Section 6.22 hereof as of 6.1 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 a “Specified Capital Contribution”); provided that (i) no more than two Specified Capital Contributions may be 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 amount equal of any Specified Capital Contribution shall not exceed the lesser of (A) the amount required to cause the Cure Amount. If, after Restricted Parties to be in compliance with such financial covenant for such fiscal quarter and (B) 10% of Operating Cash Available for Debt Service (without giving effect to such Specified Capital Contribution) for the foregoing recalculations Reference Period to which such Specified Capital Contribution relates, (but notiv) all Specified Capital Contributions will be disregarded for all other purposes under this Agreement (including, for the avoidance of doubt, taking into account any immediate repayment other calculation of Indebtedness in connection therewith), the requirements of Section 6.22 Debt Service Coverage Ratio hereunder) and the Credit Documents and shall be satisfied, then the requirements of Section 6.22 shall not 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 have decreased Indebtedness for any period in which such date, and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured contribution increased Operating Cash Available for the purposes of this Agreement. Notwithstanding anything herein to the contraryDebt Service, (v) in the Net Cash Proceeds of each four (4) consecutive fiscal quarter period Specified Capital Contribution shall be applied to prepay the principal balance of the Borrower there shall be no more than two Loans 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, (x) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.22, (yvi) upon the Administrative Agent’s receipt of a written notice from the Borrower that it intends to exercise the Cure Right cure right set forth in this Section 8.4 (a “Notice of Intent to Cure”) (which Notice of Intent to Cure shall be irrevocable and must be delivered to the Administrative Agent after the last day of the fiscal quarter in respect of which such cure right is to be exercised and on or prior to the day on which financial statements are required to be delivered hereunder for such fiscal quarter), until the 15th day following on which the date of delivery of financial statements have been or are required to be delivered hereunder 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 financial covenant set forth in Section 6.1 (provided that an Event of Default shall be counted only as Consolidated EBITDA and solely deemed to have occurred during such period for the purpose of compliance with Section 6.22 and shall be disregarded for all other 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, including Section 3.2 hereof, and the other Credit Documents unless and until cured in accordance with this Section).

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 7, in (a) In the event that the Borrower fails Loan Party Obligors 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 quartermonth, as applicable, any cash equity contribution to a Borrower funded with a capital contribution to Holdings or proceeds of equity interests issued by Holdings after the Borrower shall have last day of such month, and 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 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) to issue common Equity Interests for cash or otherwise receive cash contributions to its common equity (that month, will, at the “Cure Amount”)irrevocable election of the 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 for that month solely for the purposes of determining compliance with such covenant (any such equity contribution so included in the calculation of EBITDA, a “Covenant Default Equity Contribution”), and if in compliance with such covenant upon the making of the Covenant Default equity Contribution, no Event of Default will be deemed to exist as a result of non-compliance with such covenant; provided, that (i) notice of Borrower Representative’s irrevocable election to make a Covenant Default Equity Contribution shall be delivered to Agent no later than the day on which financial statements are required to be delivered for the applicable month, (ii) the amount of any Covenant Default Equity Contribution will be no greater than the amount required to cause the Loan Party Obligors to be in compliance with such covenant, (iii) all Covenant Default Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, (iv) the gross proceeds of all Covenant Default Equity Contributions shall be paid to the Agent to be applied as a mandatory prepayment applied under Section 6.22 hereof, including 2.6(a) hereof when funded and (v) the amount of the Term Loan prepaid with the proceeds of Covenant Default Equity Contributions (if any) shall be deemed outstanding for purposes of 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, covenant 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, current month and the applicable breach or default of Section 6.22 that had occurred shall be deemed cured for the purposes of this Agreementnext eleven (11) months thereafter. Notwithstanding anything herein to the contraryforegoing, (v) in each four (4) consecutive fiscal quarter period of the Borrower there shall Covenant Default Equity Contributions may not be no made more than two (2) fiscal quarters (which may be consecutive) in which the Cure Right is exercised, (w) times during the term of this Agreement, the Cure Right shall not be exercised in consecutive fiscal quarters or more than five one (51) 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 time during 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 Agreementtwelve consecutive months.

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 pursuant to Section 6.08(b) (the Borrower fails to comply with the requirements of Section 6.22 “Recurring Revenue 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 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) or (b), as applicable, with respect to such Recurring Revenue Cure Quarter or the fiscal year ending on the last day of such Recurring Revenue Cure Quarter, as applicable (the “Recurring Revenue Cure Expiration Date”) and such cash will, if so designated by the Borrower, decrease Consolidated Total Funded Indebtedness by way of application to prepay the Term Loans in accordance with Section 2.10(b), for purposes of determining compliance with the Recurring Revenue Covenant as of the end of and for the Test Period ending on the last day of such fiscal quarter) Recurring Revenue Cure Quarter applied to issue common decrease Consolidated Total Funded Indebtedness (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 for “cash netting” purposes, (ii) such Equity Cure Contributions shall be applied to prepay the Term Loans in accordance with Section 2.10(b), and thereupon the Borrower’s compliance with Section 6.22 (iii) such Equity Cure Contribution is Not Otherwise Applied. All Equity Cure Contributions shall be recalculated giving effect to the following pro forma adjustment: Consolidated EBITDA shall be increased (notwithstanding the absence disregarded for all purposes of an addback this Agreement other than inclusion in the definition calculation of “Consolidated EBITDA”), solely Total Funded Indebtedness for the purposes purpose of determining compliance with Section 6.22 hereof, including determining compliance with Section 6.22 hereof the Recurring Revenue Covenant as of the end of and for the Test Period ending on the last day of such fiscal quarter and applicable subsequent periods that include such fiscal quarterRecurring Revenue Cure Quarter, including being disregarded for purposes of any baskets with respect to the covenants contained in Article VI (other than Section 6.08). Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by the Borrower in an amount equal necessary to cause the Cure Amount. If, after giving effect Borrower to be in compliance with 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 Recurring Revenue Covenant as of the end of and for the relevant fiscal quarter Test Period ending on the last day of such applicable Recurring Revenue Cure Quarter, the Recurring Revenue Covenant 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 date, with the Recurring Revenue Covenant 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 Recurring Revenue 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 stating the Borrower’s intent to exercise the Cure Right cure such Event of Default (a “Notice of Intent to Cure”)) prior to the making of an Equity Cure Contribution (but in any event no later than the applicable 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 Recurring Revenue Covenant unless such failure is not cured by the making of an Equity Cure Contribution on or prior to the applicable Cure Expiration Date, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e(ii) 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(b) unless the Equity Cure Contribution is not made on or before the Recurring Revenue Cure Expiration Date and (ziii) if the Equity Cure Amount received pursuant to any exercise Contribution is not made on or before the Recurring Revenue Cure Expiration Date, such Event of the Cure Right 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 Agreementspring into existence after such time.

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. (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, until the 15th day following the date of delivery of the Compliance Certificate under Section 6.1(e(ii) 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 Term 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.