Common use of Financial Cure Clause in Contracts

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Lead Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. (i) Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA Total Assets (and any derivative definition) by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal QuarterQuarters. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection with determining compliance with Section 6.13(a) for the Fiscal Quarter with respect to which such Cure Right is exercised), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (iI) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (iiII) during the term of this Agreement, the Cure Right shall not be exercised more than five timestimes (provided that, in addition to any remaining Fiscal Quarters as to which a Cure Right may be exercised under the cap set forth in this clause (II), there shall be an additional Cure Right under this clause (II) applicable solely after the Initial Term Loan Maturity Date), (iiiIII) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (ivIV) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit CommitmentsLoans, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.13(a), (vV) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, exercised and (viVI) during any Test Period in for the Fiscal Quarter with respect to which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA Total Assets as of the last day thereof as a result of any exercise of the Cure Right, the pro forma adjustment such increase to Consolidated Adjusted EBITDA arising therefrom Total Assets as a result of applying such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out ratio or test or Basket set forth in Article VI 6 of this Agreement has been satisfied (other than any direct or (y) the Required Excess Cash Flow Percentage, Applicable Rate indirect condition or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall requirement under any applicable Basket to be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance compliance on the Available Amount or as an Available Excluded Contribution Amounta Pro Forma Basis with Section 6.13(a)).

Financial Cure. (i) Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA Total Assets by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal QuarterQuarters. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection with determining compliance with Section 6.13(a) for the Fiscal Quarter with respect to which such Cure Right is exercised), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (iI) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (iiII) during the term of this Agreement, the Cure Right shall not be exercised more than five timestimes (provided that, in addition to any remaining Fiscal Quarters as to which a Cure Right may be exercised under the cap set forth in this clause (II), there shall be an additional Cure Right under this clause (II) applicable solely after the Initial Term Loan Maturity Date) , (iiiIII) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (ivIV) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit CommitmentsLoans, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.13(a), (vV) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, exercised and (viVI) during any Test Period in for the Fiscal Quarter with respect to which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA Total Assets as of the last day thereof as a result of any exercise of the Cure Right, the pro forma adjustment such increase to Consolidated Adjusted EBITDA arising therefrom Total Assets as a result of applying such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out ratio or test or Basket set forth in Article VI 6 of this Agreement has been satisfied (other than any direct or (y) the Required Excess Cash Flow Percentage, Applicable Rate indirect condition or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall requirement under any applicable Basket to be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance compliance on the Available Amount or as an Available Excluded Contribution Amounta Pro Forma Basis with Section 6.13(a)).

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon if the Borrower reasonably expects to fail (or in anticipation ofhas failed) the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, except as expressly set forth below, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall (and not as a reduction of Indebtedness (by netting or otherwise), except to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness, such reduction may be credited in any subsequent Fiscal Quarter) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received 10 Business Day period during which the Notice of Intent to Borrower may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s occurrence of an Event of Default as a result of the failure of Intermediate Holdings to comply with Section 6.12(a6.11(a), (b) or (c) above for any Fiscal Quarterfiscal quarter, Intermediate Holdings shall have the right (the “Cure Right”) (at any time during after such Fiscal Quarter or thereafter fiscal quarter and until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter fiscal quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable5.01) to issue common Capital Stock or other equity Permitted Equity (such other equity without giving effect to be on terms reasonably acceptable to the Administrative Agentclause (f) thereof) for Cash cash or otherwise receive Cash contributions cash contributions, and in respect of common Capital Stock which Cash shall subsequently be each case, to the extent such cash proceeds are contributed to the capital of the Borrower (the “Cure Amount”), and thereupon upon receipt by the Borrower’s compliance with Borrower of such cash proceeds Section 6.12(a6.11(a), (b) or (c) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback add-back in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.11(a), (b) or (c) as of the end of such Fiscal Quarter fiscal quarter and for the applicable subsequent periods that include such Fiscal Quarterfiscal quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a6.11(a), (b) or (c) would be satisfied, then the requirements of Section 6.12(a6.11(a), (b) or (c) 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 6.12(a6.11(a), (b) or (c) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter fiscal quarter period there shall be at least two Fiscal Quarters (2) fiscal quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five four (4) times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance minimally complying with Section 6.12(a6.11(a), (b) or (c), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower Intermediate Holdings intends to exercise the Cure Right Right, together with a written irrevocable commitment from one or more direct or indirect holders of Equity Interests of the Borrower to contribute the full Cure Amount necessary to cure the relevant failure to comply with Section 6.11(a), (b) or (c) (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter fiscal quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable5.01, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case, solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a7.01(d) as a result of the applicable breach of Section 6.11(a), (vb) or (c); it being understood and agreed that (x) there shall be no pro forma borrowings of Revolving Loans permitted or other reduction letters of credit issued or received hereunder and (y) an Event of Default under Section 7.01(d) as a result of the amount applicable breach of Indebtedness Section 6.11(a), (b) or (c) shall be deemed to have occurred and be continuing for all other purposes of this Agreement, in each case until the Cure Amount has actually been received by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedBorrower, and (viv) during any Test Period applicable period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.11(a), (b) or (c) and (B) disregarded for purposes all other purposes. For the avoidance of determining doubt, the forgiveness of antecedent debt (xwhether Indebtedness, trade payables, fees or otherwise) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution constitute a Cure Amount.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the event of the Borrower’s failure to comply with Section 6.12(a6.14(a) for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 ten Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, then the requirements of Section 6.12(a6.14(a) 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 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercisedexercised (it being expressly understood and agreed that the Cure Right may be exercised in consecutive Fiscal Quarters), (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon from the date of the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until ) through the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicableapplicable (such period, the “Cure Period”), neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise have any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise have any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely that would be available on the basis of an Event of Default resulting from the relevant failure to comply with Section 6.12(a6.14(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.14(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Ratesatisfied, (vii) if the Borrower has failed to comply with Section 6.14(a), no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder during the Administrative Agent has received the Notice of Intent to Cure Period unless and until the Cure Amount is actually received and (viii) the proceeds of any such Cure Amount made during shall be applied to (A) first, prepay any outstanding Revolving Loans (without a permanent reduction of the Fiscal Quarter Revolving Credit Commitments), (B) second, with respect to any LC Exposure, deposit Cash in respect a Cash collateral account established for the benefit of which the relevant Issuing Bank in amount equal to 103.0% of the Stated Amount of any outstanding Letters of Credit as of such date (minus the amount then on deposit in the LC Collateral Account), and any remaining Cure Right was exercised shall Amount after the application thereof pursuant to clauses (A) and (B) may be retained by the Borrower for any working capital and other general corporate purposes and any other use not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountprohibited by this Agreement.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the any Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”) (which Holdings will promptly contribute to either Borrower in the form of common equity), and thereupon thereupon, at the Borrower’s request of the Borrower Representative, the Borrowers’ compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower Representative that the Borrower Holdings intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-sub- agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue issue, increase or amend to increase the face amount of extend any Letter of Credit from and after such time as the earlier of (x) the date on which the Administrative Agent has received the receives a Notice of Intent to Cure and (y) the last day of the relevant Test Period, unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), ) until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, and (vii) no Revolving Lender or Lender, Issuing Bank or Initial Delayed Draw Term Lender under the Initial Delayed Draw Term Facility shall be required to make any Revolving Loan or Loan, issue or amend to increase the face amount of any Letter of Credit or fund any Initial Delayed Draw Term Loan, as applicable, from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the earlier of (x) the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable148 applicable and (y) the date on which financial statements for such Fiscal Quarter are delivered to the Administrative Agent) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative AgentAgent (the “Cure Deadline”)) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, Deadline neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.13(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom resulting from any Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or during each Fiscal Quarter in which the Commitment Fee Rate, pro forma adjustment applies and (vii) in the case of any Fiscal Quarter with respect to which the Borrower shall have failed to comply with Section 6.13(a) above, no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue issue, amend or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon if the Borrower reasonably expects to fail (or in anticipation ofhas failed) the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, except as expressly set forth below, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall (and not as a reduction of Indebtedness (by netting or otherwise), except to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness, such reduction may be credited in any subsequent Fiscal Quarter) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received 10 Business Day period during which the Notice of Intent to Borrower may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.received. 180

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings Parent shall have the right (the “Cure Right”) (at any time during any such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed in each case to the Borrower any Person or Persons (other than any Restricted Subsidiary) (the “Cure Amount”), and thereupon the BorrowerParent’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not taking into account any immediate repayment of Indebtedness in connection therewith, except as expressly set forth below), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Right is exercised, (A) such Cure Amount is included in the calculation of Consolidated Adjusted EBITDA shall be counted solely as a result of any exercise of the Cure Right, the pro forma adjustment an increase to Consolidated Adjusted EBITDA arising therefrom (and not as a reduction of Indebtedness (by netting or otherwise), except with respect to future Test Periods to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) such Cure Amount shall be disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received the Notice of Intent to 15 Business Day period during which Parent may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the any Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”) (which Holdings will promptly contribute to either Borrower in the form of common equity), and thereupon thereupon, at the Borrower’s request of the Borrower Representative, the Borrowers’ compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower Representative that the Borrower Holdings intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue issue, increase or amend to increase the face amount of extend any Letter of Credit from and after such time as the earlier of (x) the date on which the Administrative Agent has received the receives a Notice of Intent to Cure and (y) the last day of the relevant Test Period, unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Commitments or any Additional Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Top Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Top Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Top Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all 143 the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Top Borrower that the Top Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), ) until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Rate and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Commitments or any Additional Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Administrative Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Administrative Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicableapplicable (such 15 Business Day period, the “Cure Period”)) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Administrative Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (viv) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (xA) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (yB) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII‎Article 7), upon if the Parent Borrower reasonably expects to fail (or in anticipation ofhas failed) the Borrower’s failure to comply with Section 6.12(a‎Section 6.15(a) above for any Fiscal Quarter, Holdings the Parent Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section ‎Section 5.01(a) or (b‎(b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Parent Borrower’s compliance with Section 6.12(a‎Section 6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a‎Section 6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, except as expressly set forth below, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a‎Section 6.15(a) would be satisfied, then the requirements of Section 6.12(a‎Section 6.15(a) 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 6.12(a‎Section 6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with ‎Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is 196 being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Parent Borrower that the Parent Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section ‎Section 5.01(a) or (b‎(b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Section 6.12(aEvent of Default under ‎Section 6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall (and not as a reduction of Indebtedness (by netting or otherwise), except to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness, such reduction may be credited in any subsequent Fiscal Quarter) for the purpose of determining compliance with ‎Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI ‎Article 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under ‎Section 6.15(a) exists during the Administrative Agent has received 10 Business Day period during which the Notice of Intent to Parent Borrower may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Administrative Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Administrative Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicableapplicable (such 15 Business Day period, the “Cure Period”)) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Administrative Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.this

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default having occurred and being continuing under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received 10 Business Day period during which the Notice of Intent to Borrower may exercise a Cure Right unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which it being understood that, subject to clause (iii), the Cure Right may be, but are not required to be, consecutivebe exercised in consecutive Fiscal Quarters) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (viv) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (xA) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (yB) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, in each case during each Fiscal Quarter in which the pro forma adjustment applies and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue issue, amend, modify, renew or amend to increase the face amount of extend any Letter of Credit from and after such time as the Administrative Agent has received notice of the Notice of Intent Borrower’s intent to Cure cure any failure to comply with Section 6.15(a) for any Test Period in accordance with this Section 6.15(b) unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountsuch Test Period is actually made.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings Company shall have the right (the “Cure Right”) (at any time during any such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed in each case to the Borrower any Person or Persons (other than any Restricted Subsidiary) (the “Cure Amount”), and thereupon the BorrowerCompany’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not taking into account any immediate repayment of Indebtedness in connection therewith, except as expressly set forth below), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession 167 [[5470263]] of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Right is exercised, (A) such Cure Amount is included in the calculation of Consolidated Adjusted EBITDA shall be counted solely as a result of any exercise of the Cure Right, the pro forma adjustment an increase to Consolidated Adjusted EBITDA arising therefrom (and not as a reduction of Indebtedness (by netting or otherwise), except with respect to future Test Periods to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) such Cure Amount shall be disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received 15 Business Day period during which the Notice of Intent to Company may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon if the Borrower reasonably expects to fail (or in anticipation ofhas failed) the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) Permitted Equity for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower Permitted Equity (the “Cure Amount”), and thereupon thereupon, if designated by the Borrower within five Business Days of such contribution, the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, except as expressly set forth below, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness (by netting or otherwise), except to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or Agreement, (yvi) the Required Excess Cash Flow Percentage, Applicable Rate proceeds of any Cure Amount shall not have previously been applied in reliance on the Available Amount or the Commitment Fee Rate, as an Available Excluded Contribution Amount and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received 15 Business Day period during which the Notice of Intent to Borrower may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.received. 195

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower or such other equity (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Commitments or any Additional Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a6.15(a) for any Fiscal Quarterabove, Holdings the Borrower Representative shall have the right (the “Cure Right”) (at any time (i) during such the applicable Fiscal Quarter or (ii) thereafter until the date that is 10 15 Business Days after (A) in the case of any Fiscal Quarter in which a Covenant Trigger Period begins, the commencement of such Covenant Trigger Period or (B) for any subsequent Fiscal Quarter prior to the expiration of such Covenant Trigger Period, the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure 174 Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 of Section 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower Representative that the Borrower Representative intends to exercise the Cure Right (a “Notice of Intent to Cure”), ) until the 10th 15th Business Day following the date on which such Covenant Trigger Period began or the financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in this Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any such Cure Amount made during causes the Fiscal Quarter Borrower Representative to be in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountcompliance with Section 6.15(a).

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 fifteen (15) Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower or such other equity (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th fifteenth (15th) Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Commitments or any Additional Revolving Credit Commitments, and none of the Administrative -202- |US-DOCS\151264018.5|| Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) above for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), ) which is promptly contributed to the Borrower in Cash and thereupon the Borrower’s compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter, but only to the extent such Cash or Cash contributions have not otherwise been applied to increase the Available Amount or Available Excluded Contribution Amount, or to make Restricted Payments or Restricted Debt Payments hereunder. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), ) as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount (including the netting of cash) for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be for the purpose of determining compliance with Section 6.12(a) and (B) disregarded for all other purposes of determining (x) whether any financial ratio-based condition to has been satisfied, pricing or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountsatisfied.

Financial Cure. (i) Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or 130 otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA Total Assets by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal QuarterQuarters. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection with determining compliance with Section 6.13(a) for the Fiscal Quarter with respect to which such Cure Right is exercised), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (iI) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (iiII) during the term of this Agreement, the Cure Right shall not be exercised more than five timestimes (provided that, in addition to any remaining Fiscal Quarters as to which a Cure Right may be exercised under the cap set forth in this clause (II), there shall be an additional Cure Right under this clause (II) applicable solely after the Initial Term Loan Maturity Date) , (iiiIII) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (ivIV) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit CommitmentsLoans, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.13(a), (vV) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, exercised and (viVI) during any Test Period in for the Fiscal Quarter with respect to which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA Total Assets as of the last day thereof as a result of any exercise of the Cure Right, the pro forma adjustment such increase to Consolidated Adjusted EBITDA arising therefrom Total Assets as a result of applying such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out ratio or test or Basket set forth in Article VI 6 of this Agreement has been satisfied (other than any direct or (y) the Required Excess Cash Flow Percentage, Applicable Rate indirect condition or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall requirement under any applicable Basket to be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance compliance on the Available Amount or as an Available Excluded Contribution Amounta Pro Forma Basis with Section 6.13(a)).

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.14(a) above 135 for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, then the requirements of Section 6.12(a6.14(a) 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 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon the Administrative Agent’s receipt of a following written notice from the Borrower to the Administrative Agent that the Borrower intends to exercise the Cure Right a cure right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.14(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.14(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out or any basket set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Rate and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has shall have received the a Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 fifteen (15) Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving -198- #94513555v35 effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th fifteenth (15th) Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the event of the Borrower’s failure to comply with Section 6.12(a6.14(a) for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 ten Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, then the requirements of Section 6.12(a6.14(a) 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 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercisedexercised (it being expressly understood and agreed that the Cure Right may be exercised in consecutive Fiscal Quarters), (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon from the date of the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until ) through the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicableapplicable (such period, the “Cure Period”), neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise have any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise have any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely that would be available on the basis of an Event of Default resulting from the relevant failure to comply with Section 6.12(a6.14(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.14(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, and (vii) if the Borrower has failed to comply with Section 6.14(a), no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder during the Administrative Agent has received the Notice of Intent to Cure Period unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s occurrence of an Event of Default as a result of the failure to comply with Section 6.12(a) the Financial Covenant for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”)) which is promptly contributed to the Borrower in Cash, and thereupon the Borrower’s compliance with Section 6.12(a) the Financial Covenant shall be recalculated giving effect to a the following pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount adjustment (notwithstanding the absence of a related corresponding addback in the definition of “Consolidated Adjusted EBITDA”) ): Consolidated Adjusted EBITDA shall be increased, solely for the purpose of determining compliance with Section 6.12(a) the Financial Covenant as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a) Financial Covenant would be satisfied, then the requirements of Section 6.12(a) Financial Covenant 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 6.12(a) the Financial Covenant that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a)the Financial Covenant, (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower Holdings intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the relevant Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender Secured Party or any other party hereto shall exercise any right to accelerate the Loans or terminate the Revolving Credit CommitmentsCommitments or any other right of any other party arising upon the occurrence of an Event of Default, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of such Event of Default having occurred and being continuing in respect of a violation of the relevant failure to comply with Section 6.12(a)Financial Covenant, (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom (and not as a reduction of Indebtedness (either directly through repayment or indirectly through “netting”)) for the purpose of determining compliance with the Financial Covenant (but shall not be disregarded counted (including as a reduction of Indebtedness (either directly through repayment or indirectly through “netting”) for purposes of any basket set forth in Article 6 of this Agreement that is conditioned on compliance with the Financial Covenant) and (B) disregarded for all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to or any other financial metric (including Consolidated Total Assets) has been satisfied, pricing, mandatory prepayments in respect of Excess Cash Flow or the availability of any carve-out basket set forth in Article VI 6 of this Agreement has been satisfied and (vi) except as may be otherwise agreed in any Incremental Facility Amendment, Refinancing Amendment or (y) Extension Amendment solely with respect to the Required Excess Cash Flow Percentageparties thereto, Applicable Rate or none of the Commitment Fee RateRevolving Lenders, (vii) no Revolving the Swingline Lender or any Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase Credit Extension hereunder if an Event of Default in respect of a violation of the face amount of any Letter of Credit from Financial Covenant has occurred and after such time as is continuing, during the Administrative Agent has received the Notice of Intent to 10 Business Day period during which Holdings may exercise a Cure Right, unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII‎Article 7), upon if the Parent Borrower reasonably expects to fail (or in anticipation ofhas failed) the Borrower’s failure to comply with Section 6.12(a‎Section 6.15(a) above for any Fiscal Quarter, Holdings the Parent Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section ‎Section 5.01(a) or (b‎(b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Parent Borrower’s compliance with Section 6.12(a‎Section 6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a‎Section 6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, except as expressly set forth below, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a‎Section 6.15(a) would be satisfied, then the requirements of Section 6.12(a‎Section 6.15(a) 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 6.12(a‎Section 6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with ‎Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Parent Borrower that the Parent Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section ‎Section 5.01(a) or (b‎(b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Section 6.12(aEvent of Default under ‎Section 6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall (and not as a reduction of Indebtedness (by netting or otherwise), except to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness, such reduction may be credited in any subsequent Fiscal Quarter) for the purpose of determining compliance with ‎Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI ‎Article 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under ‎Section 6.15(a) exists during the Administrative Agent has received 10 Business Day period during which the Notice of Intent to Parent Borrower may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent subagent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent subagent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default having occurred and being continuing under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received 10 Business Day period 143 during which the Notice of Intent to Borrower may exercise a Cure Right unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII)Section 8), upon (or in anticipation of) the Borroweroccurrence of an Event of Default as a result of Holding’s failure to comply with Section 6.12(a6.08(a) or (b) above for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during after such Fiscal Quarter or thereafter and until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable5.01) to issue common Capital Stock or other equity Permitted Equity (such other equity without giving effect to be on terms reasonably acceptable to the Administrative Agentclause (f) thereof)) for Cash or otherwise receive Cash contributions contributions, and in respect of common Capital Stock which each case, to the extent such Cash shall subsequently be proceeds are contributed to the Borrower capital of Company (the “Cure Amount”), and thereupon the Borrower’s compliance with upon receipt by Company of such Cash proceeds Section 6.12(a6.08(a) or (b) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback add-back in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of 128 determining compliance with Section 6.12(a6.08(a) or (b) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a6.08(a) or (b) would be satisfied, then the requirements of Section 6.12(a6.08(a) or (b) 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 6.12(a6.08(a) or (b) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two (2) Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five four (4) times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance minimally complying with Section 6.12(a6.08(a) or (b), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower Holdings intends to exercise the Cure Right Right, together with a written irrevocable commitment from one or more direct or indirect holders of Capital Stock of Holdings to contribute the full Cure Amount necessary to cure the relevant failure to comply with Section 6.08(a) and/or (b) (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable5.01, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Credit Documents, in each case, solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.08(a) or (b), and (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period applicable period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.08(a) or (b) and (B) disregarded for purposes all other purposes. For the avoidance of determining doubt, the forgiveness of antecedent debt (xwhether Indebtedness, trade payables, fees or otherwise) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution constitute a Cure Amount.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the any Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the any Borrower (the “Cure Amount”), and thereupon the Borrower’s Borrowers’ compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable 155 ​ ​ [[NYCORP:3666673v10:4312W:08/14/2017--04:53 PM]][[5628396]] ​ subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Parent Borrower that the Parent Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.Contribution. ARTICLE 7EVENTS OF DEFAULT

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the event of the Borrower’s failure to comply with Section 6.12(a6.14(a) for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 ten Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, then the requirements of Section 6.12(a6.14(a) 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 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercisedexercised (it being expressly understood and agreed that the Cure Right may be exercised in consecutive Fiscal Quarters), (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon from the date of the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until ) through the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicableapplicable (such period, the “Cure Period”), neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise have any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise have any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely that would be available on the basis of an Event of Default resulting from the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.154 48054934.2 LEGAL_US_E # 159035042.9

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five six times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), ) until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom resulting from any Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or during each Fiscal Quarter in which the Commitment Fee Rate, pro forma adjustment applies and (vii) in the case of any Fiscal Quarter with respect 165 to which the Borrower shall have failed to comply with Section 6.15(a) above, no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue issue, amend or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure Cure, unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 fifteen (15) Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal #94513555v35 Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th fifteenth (15th) Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings Parent shall have the right (the “Cure Right”) (at any time during any such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed in each case to the Borrower any Person or Persons (other than any Restricted Subsidiary) (the “Cure Amount”), and thereupon the BorrowerParent’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not taking into account any immediate repayment of Indebtedness in connection therewith, except as expressly set forth below), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Right is exercised, (A) such Cure Amount is included in the calculation of Consolidated Adjusted EBITDA shall be counted solely as a result of any exercise of the Cure Right, the pro forma adjustment an increase to Consolidated Adjusted EBITDA arising therefrom (and not as a reduction of Indebtedness (by netting or otherwise), except with respect to future Test Periods to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) such Cure Amount shall be disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received the Notice of Intent to 15 Business Day period during which Parent may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.received. 164

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon if the Borrower reasonably expects to fail (or in anticipation ofhas failed) the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, except as expressly set forth below, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall (and not as a reduction of Indebtedness (by netting or otherwise), except to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness, such reduction may be credited in any subsequent Fiscal Quarter) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received 10 Business Day period during which the Notice of Intent to Borrower may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.received. 187

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.13(a), (c) or (d) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to of Holdings, the Borrower or any other Loan Party (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.13(a), (c) or (d), as applicable, shall be recalculated giving effect to a pro forma increase in the amount of (i) Consolidated Adjusted EBITDA Total Assets, in the case of Section 6.13(a), (ii) shareholder’s equity, in the case of Section 6.13(c) and (iii) consolidated net income of Holdings and its consolidated Subsidiaries, in the case of Section 6.13(d), in each case, by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a), (c) or (d), as applicable, as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal QuarterQuarters. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection with determining compliance with Section 6.13(a), (c) or (d) for the Fiscal Quarter with respect to which such Cure Right is exercised), the requirements of Section 6.12(a6.13(a), (c) or (d) would be satisfied, then the requirements of Section 6.12(a6.13(a), (c) or (d) 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 6.12(a6.13(a), (c) or (d) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (iI) in each four consecutive Fiscal Quarter period there shall be at least two one Fiscal Quarters Quarter (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (iiII) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iiiIII) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (ivc) or (d), as applicable, (IV) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit CommitmentsLoans, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.13(a), (vc) or (d) (V) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a), (c) or (d) for the Fiscal Quarter in respect of which the Cure Right was exercised, exercised and (viVI) during any Test Period in for the Fiscal Quarter with respect to which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA Total Assets as of the last day thereof as a result of any exercise of the Cure Right, the pro forma adjustment such increase to Consolidated Adjusted EBITDA arising therefrom Total Assets as a result of applying such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out ratio or test or Basket set forth in Article VI 6 of this Agreement has been satisfied (other than any direct or (y) the Required Excess Cash Flow Percentage, Applicable Rate indirect condition or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall requirement under any applicable Basket to be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance compliance on the Available Amount or as an Available Excluded Contribution Amounta Pro Forma Basis with Section 6.13.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Lead Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.received. Section 6.16

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which it being understood that, subject to clause (iii), the Cure Right may be, but are not required to be, consecutivebe exercised in consecutive Fiscal Quarters) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of Table of Contents determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (viv) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (xA) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (yB) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, in each case during each Fiscal Quarter in which the pro forma adjustment applies and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue issue, amend, modify, renew or amend to increase the face amount of extend any Letter of Credit from and after such time as the Administrative Agent has received notice of the Notice of Intent Borrower’s intent to Cure cure any failure to comply with Section 6.15(a) for any Test Period in accordance with this Section 6.15(b) unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountsuch Test Period is actually made.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 fifteen (15) Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th fifteenth (15th) Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.. 168

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.14(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be 135 satisfied, then the requirements of Section 6.12(a6.14(a) 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 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon the Administrative Agent’s receipt of a following written notice from the Borrower to the Administrative Agent that the Borrower intends to exercise the Cure Right a cure right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.14(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.14(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out or any basket set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Rate and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has shall have received the a Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.. 176

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for -197- Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower or such other equity (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Commitments or any Additional Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. (i) Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA Total Assets (and any derivative definition) by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal QuarterQuarters. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection with determining compliance with Section 6.13(a) for the Fiscal Quarter with respect to which such Cure Right is exercised), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (iI) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (iiII) during the term of this Agreement, the Cure Right shall not be exercised more than five timestimes (provided that, in addition to any remaining Fiscal Quarters as to which a Cure Right may be exercised under the cap set forth in this clause (II), there shall be an additional Cure Right under this clause (II) applicable solely after the Initial Term B-1 Loan Maturity Date), (iiiIII) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (ivIV) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit CommitmentsLoans, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.13(a), (vV) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, exercised and (viVI) during any Test Period in for the Fiscal Quarter with respect to which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA Total Assets as of the last day thereof as a result of any exercise of the Cure Right, the pro forma adjustment such increase to Consolidated Adjusted EBITDA arising therefrom Total Assets as a result of applying such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out ratio or test or Basket set forth in Article VI 6 of this Agreement has been satisfied (other than any direct or (y) the Required Excess Cash Flow Percentage, Applicable Rate indirect condition or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall requirement under any applicable Basket to be required in compliance on a Pro Forma Basis with Section 6.13(a)). Signature Page to make any Revolving Term Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.Agreement

Financial Cure. (i) Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA Total Assets by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal QuarterQuarters. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection with determining compliance with Section 6.13(a) for the Fiscal Quarter with respect to which such Cure Right is exercised), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (iI) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (iiII) during the term of this Agreement, the Cure Right shall not be exercised more than five timestimes (provided that, in addition to any remaining Fiscal Quarters as to which a Cure Right may be exercised under the cap set forth in this clause (II), there shall be an additional Cure Right under this clause (II) applicable solely after the Initial Term Loan Maturity Date) , (iiiIII) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (ivIV) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit CommitmentsLoans, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take 128 possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.13(a), (vV) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, exercised and (viVI) during any Test Period in for the Fiscal Quarter with respect to which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA Total Assets as of the last day thereof as a result of any exercise of the Cure Right, the pro forma adjustment such increase to Consolidated Adjusted EBITDA arising therefrom Total Assets as a result of applying such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out ratio or test or Basket set forth in Article VI 6 of this Agreement has been satisfied (other than any direct or (y) the Required Excess Cash Flow Percentage, Applicable Rate indirect condition or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall requirement under any applicable Basket to be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance compliance on the Available Amount or as an Available Excluded Contribution Amounta Pro Forma Basis with Section 6.13(a)).

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), ) until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (xA) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (yB) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Rate and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) with respect to an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.14(a) for on the last day of any Fiscal QuarterTest Period, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such the last Fiscal Quarter of such Test Period or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b5.01(b), as applicable) to issue common Qualified Capital Stock or other equity Capital Stock (such other equity Capital Stock to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock or such other Capital Stock (other than proceeds from the PIPE Equity Contribution or the SPAC Equity Contribution), in each case, which Cash are designated by the Borrower as proceeds which shall subsequently be contributed used to increase Consolidated Adjusted EBITDA pursuant to the Borrower exercise of a Cure Right (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods Test Periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, then the requirements of Section 6.12(a6.14(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under of this AgreementAgreement and the other Loan Documents. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), ) until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b5.01(b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor ), any Lender Lender, any Issuing Bank or any other Secured Party shall exercise any right to foreclose on or take possession of the any Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with an Event of Default under Section 6.12(a6.14(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness (including as a result of “netting”) by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.14(a) for as of the Fiscal Quarter last day of the Test Period in respect of which the Cure Right was exercisedexercised (it being understood that, to the extent that proceeds of the Cure Amount are applied to repay Indebtedness under the Credit Facilities, this clause (v) shall not apply with respect to any subsequent Test Period, even if such subsequent Test Period includes the applicable Fiscal Quarter), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-carve- out set forth in Article VI of this Agreement 6 has been satisfied satisfied, (y) the Commitment Fee Rate or (yz) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Percentage and (vii) no (x) Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit and (y) no Delayed Draw Term Lender shall be required to make any Delayed Draw Term Loans, in each case, from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 fifteen (15) Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower or such other equity (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th fifteenth (15th) Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Commitments or any Additional Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.14(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, then the requirements of Section 6.12(a6.14(a) 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 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon the Administrative Agent’s receipt of a following written notice from the Borrower to the Administrative Agent that the Borrower intends to exercise the Cure Right a cure right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.14(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.14(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out or any basket set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Rate and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has shall have received the a Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) with respect to an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.14(a) for on the last day of any Fiscal QuarterTest Period, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such the last Fiscal Quarter of such Test Period or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b5.01(b), as applicable) to issue common Qualified Capital Stock or other equity Capital Stock (such other equity Capital Stock to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock or such other Capital Stock, in each case, which Cash are designated by the Borrower as proceeds which shall subsequently be contributed used to increase Consolidated Adjusted EBITDA pursuant to the Borrower exercise of a Cure Right (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods Test Periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, then the requirements of Section 6.12(a6.14(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under of this AgreementAgreement and the other Loan Documents. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), ) until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b5.01(b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor ), any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the any Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with an Event of Default under Section 6.12(a6.14(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness (including as a result of “netting”) by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.14(a) for as of the Fiscal Quarter last day of the Test Period in respect of which the Cure Right was exercisedexercised (it being understood that, to the extent that proceeds of the Cure Amount are applied to repay Indebtedness under the Credit Facilities, this clause (v) shall not apply with respect to any subsequent Test Period, even if such subsequent Test Period includes the applicable Fiscal Quarter), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for all other purposes, including for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-carve- out set forth in Article VI of this Agreement 6 has been satisfied satisfied, or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Percentage and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the event of the Borrower’s failure to comply with Section 6.12(a6.14(a) for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 ten Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect 150 to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, then the requirements of Section 6.12(a6.14(a) 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 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, exercised (ii) during the term of this Agreement, it being expressly understood and agreed that the Cure Right shall not may be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(ain consecutive Fiscal Quarters), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.,

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Lead Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to #95106251v3 #94168740v7#95106251v8 the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent subagent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent subagent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based ratiobased condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) satisfied, the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Rate or the availability of any carveout set forth in Article 6 of this Agreement and (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.14(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, then the requirements of Section 6.12(a6.14(a) 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 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), ) until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.14(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.14(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out or any basket set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Rate and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which it being understood that, subject to clause (iii), the Cure Right may be, but are not required to be, consecutivebe exercised in consecutive Fiscal Quarters) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (viv) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or during each Fiscal Quarter in which the pro forma adjustment applies and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue issue, amend, modify or amend to increase the face amount of extend any Letter of Credit from and after such time as the Administrative Agent has received notice of the Notice of Intent Borrower’s intent to Cure cure any failure to comply with Section 6.15(a) for any Test Period in accordance with this Section 6.15(b) unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountsuch Test Period is actually made.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the event of the Borrower’s failure to comply with Section 6.12(a6.14(a) for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 ten Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.14(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.14(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.14(a) would be satisfied, 164 48054934.2 LEGAL_US_E # 159035042.9 then the requirements of Section 6.12(a6.14(a) 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 6.12(a6.14(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercisedexercised (it being expressly understood and agreed that the Cure Right may be exercised in consecutive Fiscal Quarters), (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.14(a), (iv) upon from the date of the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until ) through the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicableapplicable (such period, the “Cure Period”), neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise have any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise have any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely that would be available on the basis of an Event of Default resulting from the relevant failure to comply with Section 6.12(a6.14(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.14(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Ratesatisfied, (vii) if the Borrower has failed to comply with Section 6.14(a), no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder during the Administrative Agent has received the Notice of Intent to Cure Period unless and until the Cure Amount is actually received and (viii) the proceeds of any such Cure Amount made during shall be applied to (A) first, prepay any outstanding Revolving Loans (without a permanent reduction of the Fiscal Quarter Revolving Credit Commitments), (B) second, with respect to any LC Exposure, deposit Cash in respect a Cash collateral account established for the benefit of which the relevant Issuing Bank in amount equal to 103.0% of the Stated Amount of any outstanding Letters of Credit as of such date (minus the amount then on deposit in the LC Collateral Account), and any remaining Cure Right was exercised shall Amount after the application thereof pursuant to clauses (A) and (B) may be retained by the Borrower for any working capital and other general corporate purposes and any other use not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountprohibited by this Agreement.

Financial Cure. (i) Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA Total Assets by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal QuarterQuarters. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection with determining compliance with Section 6.13(a) for the Fiscal Quarter with respect to which such Cure Right is exercised), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (iI) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (iiII) during the term of this Agreement, the Cure Right shall not be exercised more than five timestimes (provided that, in addition to any remaining Fiscal Quarters as to which a Cure Right may be exercised under the cap set forth in this clause (II), there shall be an additional Cure Right under this clause (II) applicable solely after the Initial Term Loan Maturity Date), (iiiIII) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (ivIV) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit CommitmentsLoans, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.13(a), (vV) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, exercised and (viVI) during any Test Period in for the Fiscal Quarter with respect to which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA Total Assets as of the last day thereof as a result of any exercise of the Cure Right, the pro forma adjustment such increase to Consolidated Adjusted EBITDA arising therefrom Total Assets as a result of applying such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out ratio or test or Basket set forth in Article VI 6 of this Agreement has been satisfied (other than any direct or (y) the Required Excess Cash Flow Percentage, Applicable Rate indirect condition or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall requirement under any applicable Basket to be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance compliance on the Available Amount or as an Available Excluded Contribution Amounta Pro Forma Basis with Section 6.13(a)).

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon if the Borrower reasonably expects to fail (or in anticipation ofhas failed) the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) Permitted Equity for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower Permitted Equity (the “Cure Amount”), and thereupon thereupon, if designated by the Borrower within five Business Days of such contribution, the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, except as expressly set forth below, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness (by netting or otherwise), except to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or Agreement, (yvi) the Required Excess Cash Flow Percentage, Applicable Rate proceeds of any Cure Amount shall not have previously been applied in reliance on the Available Amount or the Commitment Fee Rate, as an Available Excluded Contribution Amount and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under Section 6.15(a) exists during the Administrative Agent has received 15 Business Day period during which the Notice of Intent to Borrower may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7VII), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 fifteen (15) Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower or such other equity (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th fifteenth (15th) Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Commitments or any Additional Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out ​ ​ basket levels set forth in Article VI 6VI of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountreceived.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.. 170

Financial Cure. Notwithstanding anything to (i) For the contrary in this Agreement (including Article VII)purpose of determining whether an Event of Default under Section 6.14(a) has occurred, upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right Lead Borrower may (the “Cure Right”) (at any time during such Fiscal Quarter on one or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to more occasions issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed or any cash contribution to the common equity capital of the Lead Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a) shall be recalculated giving effect as an increase to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If; provided, that (A) such amounts to be designated (i) are actually received by the Lead Borrower after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (on or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein prior to the contrary, fifteenth (i15th) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following after the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) (with respect to the first three Fiscal Quarters of any Fiscal Year) or Section 5.01(b) (b)with respect to the fourth Fiscal Quarter of any Fiscal Year) (such date, the “Cure Expiration Date”) and (ii) do not exceed the aggregate amount necessary to cure any Event of Default under Section 6.14(a) as applicable, neither of such date and (B) the Lead Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent that such amounts are designated as a “Cure Amount” (nor any sub-agent therefor) nor any Lender shall exercise any right it being understood that to accelerate the Loans or terminate extent such notice is provided in advance of delivery of a Compliance Certificate for the Revolving Credit Commitmentsapplicable period, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by such proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of any Default under Section 6.14(a) is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated Adjusted EBITDA for one Fiscal Quarter shall be used and included when calculating Consolidated Adjusted EBITDA for each Test Period that includes such Fiscal Quarter solely for purposes of determining actual compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount6.14(a).

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.. 177

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Administrative Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Administrative Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicableapplicable (such 15 Business Day period, the “Cure Period”)) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Administrative Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure 168 Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (viv) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (xA) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (yB) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Lead Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.Lead -198- #96942867v160458181 #96942867v1

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the any Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the any Borrower (the “Cure Amount”), and thereupon the Borrower’s Borrowers’ compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Parent Borrower that the Parent Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.Contribution. 173

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required 178 to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which it being understood that, subject to clause (iii), the Cure Right may be, but are not required to be, consecutivebe exercised in consecutive Fiscal Quarters) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (viv) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (xA) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (yB) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, in each case during each Fiscal Quarter in which the pro forma adjustment applies and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue issue, amend, modify, renew or amend to increase the face amount of extend any Letter of Credit from and after such time as the Administrative Agent has received notice of the Notice of Intent Borrower’s intent to Cure cure any failure to comply with Section 6.15(a) for any Test Period in accordance with this Section 6.15(b) unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountsuch Test Period is actually made.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s occurrence of an Event of Default as a result of the Borrowers’ failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrowers shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed or Junior Indebtedness provided by shareholders of Nuvei Corporation Inc. (or their Affiliates) on terms and subject to subordination provisions reasonably acceptable to the Borrower Administrative Agent (the “Cure Amount”), and thereupon the Borrower’s Borrowers’ compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which it being understood that, subject to clause (iii), the Cure Right may be, but are not required to be, consecutivebe exercised in consecutive Fiscal Quarters) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (viv) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received notice of the Notice of Intent Borrower’s intent to Cure cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountsuch Test Period is actually made.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII), upon (or in anticipation of) the Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal 166 Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.

Financial Cure. (i) Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.13(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.13(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA Total Assets by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.13(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal QuarterQuarters. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection with determining compliance with Section 6.13(a) for the Fiscal Quarter with respect to which such Cure Right is exercised), the requirements of Section 6.12(a6.13(a) would be satisfied, then the requirements of Section 6.12(a6.13(a) 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 6.12(a6.13(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (iI) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (iiII) during the term of this Agreement, the Cure Right shall not be exercised more than five timestimes (provided that, in addition to any remaining Fiscal Quarters as to which a Cure Right may be exercised under the cap set forth in this clause (II), there shall be an additional Cure Right under this clause (II) applicable solely after the Initial Term Loan Maturity Date) , (iiiIII) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.13(a), (ivIV) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit CommitmentsLoans, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.13(a), (vV) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.13(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, exercised and (viVI) during any Test Period in for the Fiscal Quarter with respect to which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA Total Assets as of the last day thereof as a result of any exercise of the Cure Right, the pro forma adjustment such increase to Consolidated Adjusted EBITDA arising therefrom Total Assets as a result of applying such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out ratio or test or Basket set forth in Article VI 6 of this Agreement has been satisfied (other than any direct or (y) the Required Excess Cash Flow Percentage, Applicable Rate indirect condition or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall requirement under any applicable Basket to be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance compliance on the Available Amount or as an Available Excluded Contribution Amount.a Pro Forma Basis with Section 6.13(a)). 129

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon if the Borrower reasonably expects to fail (or in anticipation ofhas failed) the Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, except as expressly set forth below, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall (and not as a reduction of Indebtedness (by netting or otherwise), except to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness, such reduction may be credited in any subsequent Fiscal Quarter) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied or the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase hereunder if an Event of Default under Section 6.15(a) exists during the face amount of any Letter of Credit from and after such time as 10 Business Day period during which the Administrative Agent has received the Notice of Intent to Borrower may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.received. 152

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the any Borrower’s failure to comply with Section 6.12(a) for any Fiscal Quarter, Holdings shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the any Borrower (the “Cure Amount”), and thereupon the Borrower’s Borrowers’ compliance with Section 6.12(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a) would be satisfied, then the requirements of Section 6.12(a) 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 of Section 6.12(a) that had occurred (or would have occurred) shall be deemed cured for all purposes under this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may be, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Parent Borrower that the Parent Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.12(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution AmountContribution.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII‎Article 7), upon if the Borrower reasonably expects to fail (or in anticipation ofhas failed) the Borrower’s failure to comply with Section 6.12(a‎Section 6.15(a) above for any Fiscal Quarter, Holdings the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section ‎Section 5.01(a) or (b‎(b), as applicable) to issue common Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) Permitted Equity for Cash or otherwise receive Cash contributions in respect of common Capital Stock which Cash shall subsequently be contributed to the Borrower Permitted Equity (the “Cure Amount”), and thereupon thereupon, if designated by the Borrower within five Business Days of such contribution, the Borrower’s compliance with Section 6.12(a‎Section 6.15(a) shall be recalculated giving effect to a the following pro forma increase in the amount of adjustment: Consolidated Adjusted EBITDA by an amount equal to the Cure Amount shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) ), solely for the purpose of determining compliance with Section 6.12(a‎Section 6.15(a) as of the end of such Fiscal Quarter and 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 recalculationrecalculation (but not, for the avoidance of doubt, except as expressly set forth below, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a‎Section 6.15(a) would be satisfied, then the requirements of Section 6.12(a‎Section 6.15(a) 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 6.12(a‎Section 6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing complying with ‎Section 6.15(a) (or to be in pro forma compliance with Section 6.12(aany financial covenant with respect to any other Indebtedness that is being cured), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section ‎Section 5.01(a) or (b‎(b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents Documents, in each case solely on the basis of the relevant failure to comply with Section 6.12(aEvent of Default under ‎Section 6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness (by netting or otherwise), except to the extent that the proceeds of such Cure Amount are actually applied to repay Indebtedness) for the purpose of determining compliance with ‎Section 6.15(a) and (B) disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article VI ‎Article 6 of this Agreement has been satisfied or Agreement, (yvi) the Required Excess Cash Flow Percentage, Applicable Rate proceeds of any Cure Amount shall not have previously been applied in reliance on the Available Amount or the Commitment Fee Rate, as an Available Excluded Contribution Amount and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as hereunder if an Event of Default under ‎Section 6.15(a) exists during the Administrative Agent has received 15 Business Day period during which the Notice of Intent to Borrower may exercise a Cure Right above unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.received. 183

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.12(a6.16(a) for above as of any Fiscal QuarterLiquidity Test Date, Holdings the Borrower shall have the right (the “Liquidity Cure Right”) (at any time during such Fiscal Quarter or thereafter until prior to the date that is 10 5 Business Days after the date on which financial statements for such Fiscal Quarter are the Liquidity Calculation is required to be delivered pursuant to Section 5.01(a) or (b5.01(p), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common its Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Liquidity Cure Amount”), and thereupon the Borrower’s compliance with Section 6.12(a6.16(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal QuarterLiquidity. If, after giving effect to the foregoing recalculation, the requirements of Section 6.12(a6.16(a) would be satisfied, then the requirements of Section 6.12(a6.16(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter Liquidity Test Date 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 6.12(a6.16(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each any period comprising any four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may beLiquidity Test Dates, but are not required to be, consecutive) in which the Liquidity Cure Right is shall not exercisedbe exercised more than two times, (ii) during the term of this Agreement, the Liquidity Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance with Section 6.12(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Liquidity Cure Right (a “Notice of Intent to CureExercise Liquidity Cure Right”), ) until the 10th 5th Business Day following the date on which financial statements the Liquidity Calculation for the Fiscal Quarter Liquidity Test Date to which such Notice of Intent to Exercise Liquidity Cure Right relates are required to be delivered pursuant to Section 5.01(a) or (b5.01(p), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.16(a), (viv) there the Liquidity Cure Amount shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount disregarded for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom shall be disregarded for purposes of determining and (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viiv) no Revolving Lender or Lender, Issuing Bank or Initial Delayed Draw Term Lender under the Initial Delayed Draw Term Facility shall be required to make any Revolving Loan or Loan, issue or amend to increase the face amount of any Letter of Credit or fund any Initial Delayed Draw Term Loan, as applicable, from and after such time as the Administrative Agent has received the Notice of Intent to Exercise Liquidity Cure Right unless and until the Liquidity Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amountsuch Liquidity Test Period is actually received.

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the Borrower’s failure event the Lead Borrower has failed to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Lead Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 fifteen (15) Business Days after the later of (x) the date on which the financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) and (y) the first date following the end of such Fiscal Quarter a Covenant Trigger Period is triggered, to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Lead Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least no more than two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th fifteenth (15th) Business Day following the later of (x) the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, and (y) the first date following the end of such Fiscal Quarter on which a Covenant Trigger Period is triggered, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Revolving Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a) for the Fiscal Quarter in respect of which the Cure Right was exercised, (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA arising therefrom shall be (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness) and (B) 129379097_5 #96094974v22 disregarded for purposes all other purposes, including the purpose of determining (x) whether any financial ratio-based condition to the availability of any carve-out basket levels set forth in Article VI 6 of this Agreement has been satisfied or and (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, (viivi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.received. EVENTS OF DEFAULT

Financial Cure. Notwithstanding anything to the contrary in this Agreement (including Article VII7), upon (or in anticipation of) the occurrence of an Event of Default as a result of the Top Borrower’s failure to comply with Section 6.12(a6.15(a) above for any Fiscal Quarter, Holdings the Top Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue common Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of common Qualified Capital Stock which Cash shall subsequently be contributed to the Borrower (the “Cure Amount”), and thereupon the Top Borrower’s compliance with Section 6.12(a6.15(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.12(a6.15(a) as of the end of such Fiscal Quarter and for the applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.12(a6.15(a) would be satisfied, then the requirements of Section 6.12(a6.15(a) 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 6.12(a6.15(a) that had occurred (or would have occurred) shall be deemed cured for all the purposes under of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may bemay, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right 144 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of causing compliance complying with Section 6.12(a6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Top Borrower that the Top Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), ) until the 10th 15th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Event of Default under Section 6.12(a6.15(a), (v) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.12(a6.15(a) for the Fiscal Quarter in respect of which the Cure Right was exercisedexercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (vi) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, the pro forma adjustment to Consolidated Adjusted EBITDA arising therefrom such Cure Amount shall be disregarded for purposes of determining (x) whether any financial ratio-based condition to the availability of any carve-out set forth in Article VI 6 of this Agreement has been satisfied or (y) the Required Excess Cash Flow Percentage, Applicable Rate or the Commitment Fee Rate, Rate and (vii) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue or amend to increase the face amount of any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received and (viii) the proceeds of any Cure Amount made during the Fiscal Quarter in respect of which the Cure Right was exercised shall not have previously been applied in reliance on the Available Amount or as an Available Excluded Contribution Amount.received. ARTICLE 7EVENTS OF DEFAULT