Common use of Holdings’ Right to Cure Clause in Contracts

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, for the purpose of determining whether an Event of Default under the covenant set forth in Section 7.11 has occurred, the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all of the cash proceeds of which shall, on or prior to the tenth Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Period hereunder, be advanced to the Borrower as a cash contribution to the common equity of the Borrower) as an increase to Consolidated EBITDA with respect to such applicable Test Period and each subsequent Test Period that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from such Specified Equity Contribution being received by the Borrower; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.01, in the event that the Borrower fails (or, but for the purpose operation of determining whether an Event this Section 7.02, would fail) to comply with the requirements of Default under the covenant set forth in Section 7.11 has occurred6.13 (the “Financial Performance Covenant”), until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior 10th day subsequent to the tenth Business Day after date the date on which financial statements are certificate calculating the Fixed Charge Coverage Ratio is required to be delivered with respect pursuant to Section 5.01(d) (or, in the case of the initial calculation of the Financial Performance Covenant following the occurrence of a Liquidity Event, the 10th day subsequent to such occurrence), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the applicable Test Period hereundercapital of Holdings, be advanced and, in each case, to contribute any such cash to the capital of the Borrower as a (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash contribution (the “Cure Amount”) pursuant to the common equity exercise by Holdings of such Cure Right, the Borrower) as an increase to Consolidated EBITDA with respect to such applicable Test Period and each subsequent Test Period that includes the last fiscal quarter of the Test Period immediately prior Financial Performance Covenant shall be recalculated giving effect to the net cash proceeds from such Specified Equity Contribution being received by the Borrower; provided that such net cash proceeds following pro forma adjustments: (i) are actually received by EBITDA shall be increased, solely for the Borrower as cash common equity (including through capital contribution purpose of such net cash proceeds to measuring the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder Financial Performance Covenant and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment under this Agreement, by an amount equal to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.Cure Amount; (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) Ifif, after giving effect to the recalculations set forth in Section 8.05(a) aboveforegoing recalculations, the Borrower shall then be in compliance with Section 7.11the requirements of the Financial Performance Covenant, then the Borrower shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach or default of Section 7.11 the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything ; and (iii) to the contrary contained in Section 8.01 or 8.02, neither extent a fiscal quarter ended for which the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default Financial Performance Covenant was initially recalculated as a result thereof) until of a Cure Right and unless such fiscal quarter is included in the calculation of the Financial Performance Covenant in a subsequent fiscal quarter, the Cure Expiration Date has occurred without the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity Amount shall be included in EBITDA of the Borrowersuch initial fiscal quarter. (db) Notwithstanding anything herein to the foregoingcontrary, if an Event (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and (ii) for purposes of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.057.02, the Borrower Cure Amount shall not be permitted, at any time while such Event no greater than the amount required for purposes of Default under Section 7.11 has occurred and is continuing and prior to complying with the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this AgreementFinancial Performance Covenant.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.01, for in the purpose event that the Borrowers fail to comply with the requirements of determining whether an Event of Default under the covenant ABL Fixed Charge Coverage Ratio set forth in Section 7.11 has occurred6.11 hereof, until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior 10th day subsequent to the tenth Business Day after date that the date on which financial statements are certificate calculating such ABL Fixed Charge Coverage Ratio is required to be delivered with respect pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the applicable Test Period hereundercapital of Holdings, be advanced and, in each case, to contribute any such cash to the Borrower as a capital of the Company (collectively, the “Cure Right”), and upon the receipt by the Company of such cash contribution (the “Cure Amount”) pursuant to the common equity exercise by Holdings of such Cure Right, such ABL Fixed Charge Coverage Ratio shall be recalculated giving effect to the Borrowerfollowing pro forma adjustment: (i) as an increase to Consolidated EBITDA shall be increased with respect to such applicable Test Period quarter and each subsequent Test Period any four-quarter period that includes contains such quarter, solely for the last fiscal quarter purpose of measuring the Test Period immediately prior to the net cash proceeds from such Specified Equity Contribution being received by the Borrower; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder ABL Fixed Charge Coverage Ratio and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of under this Agreement, (iii) the by an amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect equal to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA.Cure Amount; and (cii) If, after giving effect to the recalculations foregoing pro forma adjustment, the Borrowers shall then be in compliance with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 8.05(a) above6.11 hereof, the Borrower shall be in compliance with Section 7.11, the Borrower Borrowers shall be deemed to have satisfied the requirements of such Section 7.11 6.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach or default of such Section 7.11 6.11 that had occurred shall be deemed cured for this purposes of the Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (ii) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised, and (iii) for purposes of this Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.03, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without Amount shall be no greater than the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity amount required for purposes of the Borrowercomplying with Section 6.11. (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.01, for in the purpose event that the Borrowers fail to comply with the requirements of determining whether an Event of Default under the covenant ABL Fixed Charge Coverage Ratio set forth in Section 7.11 has occurred6.11 hereof, until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior 10th day subsequent to the tenth Business Day after date that the date on which financial statements are certificate calculating such ABL Fixed Charge Coverage Ratio is required to be delivered with respect pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the applicable Test Period hereundercapital of Holdings, be advanced and, in each case, to contribute any such cash to the Borrower as a capital of the Company (collectively, the “Cure Right”), and upon the receipt by the Company of such cash contribution (the “Cure Amount”) pursuant to the common equity exercise by Holdings of such Cure Right, such ABL Fixed Charge Coverage Ratio shall be recalculated giving effect to the Borrowerfollowing pro forma adjustment: (i) as an increase to Consolidated EBITDA shall be increased with respect to such applicable Test Period quarter and each subsequent Test Period any four-quarter period that includes contains such quarter, solely for the last fiscal quarter purpose of measuring the Test Period immediately prior to the net cash proceeds from such Specified Equity Contribution being received by the Borrower; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder ABL Fixed Charge Coverage Ratio and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of under this Agreement, (iii) the by an amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect equal to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA.Cure Amount; and (cii) If, after giving effect to the recalculations foregoing pro forma adjustment, the Borrowers shall then be in compliance with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 8.05(a) above6.11 hereof, the Borrower shall be in compliance with Section 7.11, the Borrower Borrowers shall be deemed to have satisfied the requirements of such Section 7.11 6.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach or default of such Section 7.11 6.11 that had occurred shall be deemed cured for this purposes of the Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (ii) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised, (iii) for purposes of this Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.03, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without Amount shall be no greater than the Specified Equity Contribution having been designated amount required for purposes of complying with Section 6.11 and (iv) the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower Borrowers shall not be permitted, at any time while such Event permitted to borrow hereunder or request the issuance of Default under Section 7.11 Letters of Credit during the 10-day period specified in clause (a) above until the relevant Cure Amount has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds been received by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this AgreementCompany.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.01, for in the purpose of determining whether an Event of Default under the covenant set forth in Section 7.11 has occurred, event that the Borrower may on one or more occasions designate any Specified Equity Contribution made fails to Holdings (all comply with the requirements of the cash proceeds of which shallFinancial Covenant on any Compliance Date (a “Financial Covenant Default”), on or prior after the first day of the most recently ended fiscal quarter included in the Test Period ending on such Compliance Date until the date that is 10 Business Days subsequent to the tenth Business Day after the date on which financial statements with respect to the fiscal period for such Financial Covenant is being measured are required to be delivered with respect pursuant to Section 5.01, Holdings shall have the applicable Test Period hereunder, be advanced right to the Borrower as a cash issue Equity Interests (other than Disqualified Stock) (or any other contribution to the common equity capital or sale or issuance of the Borrower) as an increase to Consolidated EBITDA with respect to such applicable Test Period and each subsequent Test Period that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from such Specified any other Equity Contribution being received by the Borrower; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days after the date Interests on which financial statements are required to be delivered with respect to such Test Period hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered terms reasonably satisfactory to the Administrative Agent. The parties hereby acknowledge ) (collectively, the “Cure Right”); provided that this Section 8.05 at Holdings’ option, Holdings may elect to exercise such Cure Right prior to the date of the delivery of the applicable financial statements if Holdings reasonably determines that it will fail to comply with the requirements of the Financial Covenant upon the delivery of such financial statements, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Covenant at the end of the applicable fiscal period and applicable subsequent periods which include such fiscal period and not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment under this Agreement, by an amount equal to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.Cure Amount; and (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) Ifif, after giving effect to the recalculations set forth in Section 8.05(a) aboveforegoing recalculations, the Borrower shall then be in compliance with Section 7.11the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach or default of Section 7.11 the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement. . (b) Notwithstanding anything herein to the contrary contained contrary, (a) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and no more than five (5) Cure Rights shall be exercised during the Revolving Availability Period, (b) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (c) the Cure Amount shall be set forth in an officer’s certificate delivered to the Administrative Agent. (c) The Cure Right and the effects thereof on determining pricing, financial ratio-based conditions (other than for determining actual compliance with Section 8.01 6.12) or 8.02any baskets with respect to covenants will be disregarded for all other purposes under the Loan Documents, including, without limitation, for purposes of calculating the leverage ratios as a threshold for permitted exceptions to any affirmative and negative covenants; provided that the reduction in the outstanding principal balance of the Loans due to the application of the proceeds of an the exercise of a Cure Right pursuant to Section 2.11 shall not be taken into account for purposes of determining compliance with the Financial Covenant for the measurement period ending on the last day of the applicable fiscal quarter and the next three measurement periods. In addition, exercise of the Cure Right shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VI or the Available Amount). (d) So long as Holdings is entitled to exercise a Cure Right pursuant to the foregoing terms and provisions of this Section 7.02, neither the Administrative Agent nor any Lender may shall impose default interest, accelerate the Obligations or exercise any rights or remedies under Section 8.02 (enforcement remedy against any Loan Party or any other Loan Document) of its Subsidiaries or any of their respective properties solely on the basis of any actual or purported the applicable Financial Covenant Default; provided that until timely receipt of the Cure Amount, an Event of Default under shall be deemed to exist for all other purposes of this Agreement, including, without limitation, any term or provision of any Loan Document which prohibits any action to be taken by a Loan Party or any of its Subsidiaries during the existence of an Event of Default; provided, further, that notwithstanding the foregoing, upon a deemed cure pursuant to Section 7.11 7.02(c), the requirements of the applicable Financial Covenant shall be deemed to have been satisfied as of the applicable fiscal quarter with the same effect as though there had been no Financial Covenant Default (or and any other Default arising solely as a result thereof) until and unless the Cure Expiration Date has occurred without the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the Borrowerat such date or thereafter. (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 7.01, in the event that the Borrower fails to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or 8.02otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purpose of determining whether an Event of Default under measuring the covenant set forth in Section 7.11 has occurred, the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all of the cash proceeds of which shall, on or prior to the tenth Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Period hereunder, be advanced to the Borrower as a cash contribution to the common equity of the Borrower) as an increase to Consolidated EBITDA with respect to such applicable Test Period Financial Performance Covenants and each subsequent Test Period that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from such Specified Equity Contribution being received by the Borrower; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of under this Agreement, (iii) the by an amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect equal to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA.Cure Amount; and (cii) If, after giving effect to the recalculations set forth in Section 8.05(a) aboveforegoing recalculations, the Borrower shall then be in compliance with Section 7.11the requirements of all Financial Performance Covenants, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach or default of Section 7.11 the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised (ii) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised and (iii) for purposes of this Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.03, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without Amount shall be no greater than the Specified Equity Contribution having been designated and amount required for purposes of complying with the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the BorrowerFinancial Performance Covenants. (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.028.01, for in the purpose event of determining whether an any Event of Default under the any covenant set forth in Section 7.11 has occurred, and until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior to the tenth Business Day (10th) day after the date on which financial statements are required to be delivered with respect to the applicable Test Period fiscal quarter of Holdings hereunder, be advanced to Holdings and the Borrower as may engage in a cash contribution to Permitted Equity Issuance and Holdings may apply the common equity amount of the Borrower) as an Net Cash Proceeds thereof to increase to Consolidated EBITDA with respect to such applicable Test Period and each subsequent Test Period that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from (such Specified Equity Contribution being received by the Borrowerfiscal quarter, a “Default Quarter”); provided that such net cash proceeds Net Cash Proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds Net Cash Proceeds by Holdings to the Borrower) no later than 10 Business Days ten (10) days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder and Default Quarter hereunder, (ii) are identified as a Specified Equity Contribution applied to prepay the Loans in a certificate accordance with Section 2.03(b)(iv), and (iii) do not exceed the aggregate amount necessary to cause Holdings to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment of a Responsible Officer of Indebtedness in connection therewith required pursuant to Section 2.03(b)(iv)); provided, further, that the Borrower delivered shall not be permitted to engage in any more than (A) one (1) Permitted Equity Issuance pursuant to this Section 8.04 in any period of four consecutive fiscal quarters or (B) three (3) Permitted Equity Issuances pursuant to this Section 8.04 during the Administrative Agentterm of this Agreement. The parties hereby acknowledge that this Section 8.05 8.04 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with as applicable to Section 7.11 and shall not result in any adjustment to any amounts Consolidated EBITDA other than the amount for purposes of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for on the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes last day of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreementa given Test Period. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02set forth herein, neither no Permitted Equity Issuance shall be effective to cure the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported applicable Event of Default under Section 7.11 hereunder unless such Permitted Equity Issuance is also effective to cure, and in fact cures, the comparable “Event of Default” (or any other Default as a result thereof) until and unless defined in the Cure Expiration Date has occurred without the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoingFirst Lien Credit Agreement), if an Event of Default any, then existing under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any First Lien Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 7.1 or 8.027.2, for in the purpose event of determining whether an any Event of Default under the covenant financial covenants set forth in Section 7.11 has occurred, 6.2 or 6.3 and until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior to the tenth Business Day (10th) day after the date on which financial statements are required to be delivered with respect to the applicable Test Period Fiscal Quarter hereunder, be advanced the Sponsor or any other Person (other than Holdings or any of its Subsidiaries) may make a Specified Equity Contribution to Holdings directly or indirectly, and Holdings shall apply the Borrower as a cash contribution to the common equity amount of the Borrower) as an net cash proceeds thereof to increase to Consolidated EBITDA with respect to such applicable Test Period Fiscal Quarter and each all applicable subsequent Test Period Periods that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from include such Specified Equity Contribution being received by the BorrowerFiscal Quarter; provided that (i) such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days ten (10) days after the date on which financial statements are required to be delivered with respect to such Test Period Fiscal Quarter hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer each of the Borrower delivered to the Administrative Agentconditions in subsection 7.4(b) are satisfied. The parties hereby acknowledge that this Section 8.05 subsection 7.4(a) may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely as applicable to retroactively curing any Event of Default that has occurred under Section 6.2 or 6.3, as the case may be, and such Specified Equity Contribution shall be disregarded for all other purposes of determining this Agreement, including, without limitation, (x) any baskets with respect to the covenants contained in this Agreement (including, without limitation, subsections 5.4(i), 5.4(r) and 6.1(c)) and (y) compliance with Section 7.11 and shall not result in any adjustment performance goals used as the basis for adjustments to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentenceApplicable Margins or determining covenant baskets. (i) In each period of four consecutive fiscal quartersFiscal Quarters, there shall be at least two fiscal quarters consecutive Fiscal Quarters in which no Specified Equity Contribution is made, (ii) no more than five four (4) Specified Equity Contributions may will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower Holdings to be in pro forma compliance with Section 7.11 6.2 or 6.3, as applicable, for the relevant fiscal quarter, any applicable period and (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt (to the extent that the proceeds of the Specified Equity Contribution are applied to repay Indebtedness) with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 Sections 6.2 and 6.3 for any fiscal quarter the Fiscal Quarter immediately prior to the Fiscal Quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreementwas made. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02set forth herein, neither no Specified Equity Contribution shall be effective to cure the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported applicable Event of Default under Section 7.11 (or any other Default as a result thereof) until and hereunder unless the Cure Expiration Date has occurred without the such Specified Equity Contribution having been designated is also effective to cure, and in fact cures, the cash proceeds thereof having been advanced to comparable “Event of Default” (as defined in the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoingFirst Lien Credit Agreement), if an Event of Default any, then existing under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this AgreementFirst Lien Indebtedness Documents.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.01, for in the purpose event that the Borrowers fail to comply with the requirements of determining whether an Event of Default under the covenant ABL Fixed Charge Coverage Ratio set forth in Section 7.11 has occurred6.11 hereof, until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior 10th day subsequent to the tenth Business Day after date that the date on which financial statements are certificate calculating such ABL Fixed Charge Coverage Ratio is required to be delivered with respect pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the applicable Test Period hereundercapital of Holdings, be advanced and, in each case, to contribute any such cash to the Borrower as a capital of the Company (collectively, the “Cure Right”), and upon the receipt by the Company of such cash contribution (the “Cure Amount”) pursuant to the common equity exercise by Holdings of such Cure Right, such ABL Fixed Charge Coverage Ratio shall be recalculated giving effect to the Borrowerfollowing pro forma adjustment: (i) as an increase to Consolidated EBITDA shall be increased with respect to such applicable Test Period quarter and each subsequent Test Period any four-quarter period that includes contains such quarter, solely for the last fiscal quarter purpose of measuring the Test Period immediately prior to the net cash proceeds from such Specified Equity Contribution being received by the Borrower; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder ABL Fixed Charge Coverage Ratio and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of under this Agreement, (iii) the by an amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect equal to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA.Cure Amount; and (cii) If, after giving effect to the recalculations foregoing pro forma adjustment, the Borrowers shall then be in compliance with the requirements of the ABL Fixed Charge Coverage Ratio set forth in Section 8.05(a) above6.11 hereof, the Borrower shall be in compliance with Section 7.11, the Borrower Borrowers shall be deemed to have satisfied the requirements of such Section 7.11 6.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach or default of such Section 7.11 6.11 that had occurred shall be deemed cured for this purposes of the Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four‑fiscal‑quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (ii) in each eight‑fiscal‑quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised, and (iii) for purposes of this Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or 8.027.03, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without Amount shall be no greater than the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity amount required for purposes of the Borrowercomplying with Section 6.11. (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, for in the purpose event of determining whether an any Event of Default under the covenant covenants set forth in Section 7.11 has occurred, and until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior to the tenth Business Day (10th) day after the date on which financial statements are required to be delivered with respect to the applicable Test Period fiscal quarter hereunder, be advanced the Investors may make a Specified Equity Contribution to Holdings directly or indirectly, and Holdings shall apply the Borrower as a cash contribution to the common equity amount of the Borrower) as an net cash proceeds thereof to increase to Consolidated EBITDA with respect to such applicable Test Period quarter and each all applicable subsequent Test Period financial periods that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from include such Specified Equity Contribution being received by the Borrowerquarter; provided that (i) such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days ten (10) days after the date on which financial statements are required to be delivered with respect to such Test Period fiscal quarter hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer each of the Borrower delivered to the Administrative Agentconditions in Section 8.05(b) are satisfied. The parties hereby acknowledge that this Section 8.05 8.05(a) may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five three Specified Equity Contributions may will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower Holdings to be in compliance Pro Forma Compliance with Section 7.11 for the relevant fiscal quarter, any applicable period and (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any the fiscal quarter immediately prior to the fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDAwas made. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 7.1 or 8.027.2, for in the purpose event of determining whether an any Event of Default under the covenant financial covenants set forth in Section 7.11 has occurred, 6.2 or 6.3 and until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior to the tenth Business Day (10th) day after the date on which financial statements are required to be delivered with respect to the applicable Test Period Fiscal Quarter hereunder, be advanced the Sponsor or any other Person (other than Holdings or any of its Subsidiaries) may make a Specified Equity Contribution to Holdings directly or indirectly, and Holdings shall apply the Borrower as a cash contribution to the common equity amount of the Borrower) as an net cash proceeds thereof to increase to Consolidated EBITDA with respect to such applicable Test Period Fiscal Quarter and each all applicable subsequent Test Period Periods that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from include such Specified Equity Contribution being received by the BorrowerFiscal Quarter; provided that (i) such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days ten (10) days after the date on which financial statements are required to be delivered with respect to such Test Period Fiscal Quarter hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer each of the Borrower delivered to the Administrative Agentconditions in subsection 7.5(b) are satisfied. The parties hereby acknowledge that this Section 8.05 subsection 7.5(a) may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely as applicable to retroactively curing any Event of Default that has occurred under Section 6.2 or 6.3, as the case may be, and such Specified Equity Contribution shall be disregarded for all other purposes of determining this Agreement, including, without limitation, (x) any baskets with respect to the covenants contained in this Agreement (including, without limitation, subsections 5.4(i), 5.4(r), 5.10(D) and 6.1(c)) and (y) compliance with Section 7.11 and shall not result in any adjustment performance goals used as the basis for adjustments to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentenceApplicable Margins or determining covenant baskets. (i) In each period of four consecutive fiscal quartersFiscal Quarters, there shall be at least two fiscal quarters consecutive Fiscal Quarters in which no Specified Equity Contribution is made, (ii) no more than five four (4) Specified Equity Contributions may will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower Holdings to be in pro forma compliance with Section 7.11 6.2 or 6.3, as applicable, for the relevant fiscal quarter, any applicable period and (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt (to the extent that the proceeds of the Specified Equity Contribution are applied to repay Indebtedness) with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 Sections 6.2 and 6.3 for any fiscal quarter the Fiscal Quarter immediately prior to the Fiscal Quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreementwas made. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02set forth herein, neither no Specified Equity Contribution shall be effective to cure the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported applicable Event of Default under Section 7.11 (or any other Default as a result thereof) until and hereunder unless the Cure Expiration Date has occurred without the such Specified Equity Contribution having been designated is also effective to cure, and in fact cures, the cash proceeds thereof having been advanced to comparable “Event of Default” (as defined in the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoingSecond Lien Credit Agreement), if an Event of Default any, then existing under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this AgreementSecond Lien Indebtedness Documents.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, for the purpose of determining whether an Event of Default under the covenant set forth in Section 7.11 has occurred, the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all of the cash proceeds of which shall, on or prior to the tenth Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Period hereunder, be advanced to the Borrower as a cash contribution to the common equity of the Borrower) as an increase to Consolidated EBITDA with respect to such applicable Test Period and each subsequent Test Period that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from such Specified Equity Contribution being received by the Borrower; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the Borrower.167 (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Term Benchmark Rate Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, for the purpose of determining whether an Event of Default under the covenant set forth in Section 7.11 has occurred, the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all of the cash proceeds of which shall, on or prior to the tenth Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Period hereunder, be advanced to the Borrower as a cash contribution to the common equity of the Borrower) as an increase to Consolidated EBITDA with respect to such applicable Test Period and each subsequent Test Period that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from such Specified Equity Contribution being received by the Borrower; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar EurodollarTerm Benchmark Rate Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 7.1 or 8.027.2, for in the purpose event of determining whether an any Event of Default under the covenant financial covenants set forth in Section 7.11 has occurred, 6.2 or 6.3 and until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior to the tenth Business Day (10th) day after the date on which financial statements are required to be delivered with respect to the applicable Test Period Fiscal Quarter hereunder, be advanced the Sponsor or any other Person (other than Holdings or any of its Subsidiaries) may make a Specified Equity Contribution to Holdings directly or indirectly, and Holdings shall apply the Borrower as a cash contribution to the common equity amount of the Borrower) as an net cash proceeds thereof to increase to Consolidated EBITDA with respect to such applicable Test Period Fiscal Quarter and each all applicable subsequent Test Period Periods that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from include such Specified Equity Contribution being received by the BorrowerFiscal Quarter; provided that (i) such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days ten (10) days after the date on which financial statements are required to be delivered with respect to such Test Period Fiscal Quarter hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer each of the Borrower delivered to the Administrative Agentconditions in subsection 7.5(b) are satisfied. The parties hereby acknowledge that this Section 8.05 subsection 7.5(a) may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely as applicable to retroactively curing any Event of Default that has occurred under Section 6.2 or 6.3, as the case may be, and such Specified Equity Contribution shall be disregarded for all other purposes of determining this Agreement, including, without limitation, (x) any baskets with respect to the covenants contained in this Agreement (including, without limitation, subsections 5.4(i), 5.4(r) and 6.1(c)) and (y) compliance with Section 7.11 and shall not result in any adjustment performance goals used as the basis for adjustments to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentenceApplicable Margins or determining covenant baskets. (i) In each period of four consecutive fiscal quartersFiscal Quarters, there shall be at least two fiscal quarters consecutive Fiscal Quarters in which no Specified Equity Contribution is made, (ii) no more than five four (4) Specified Equity Contributions may will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower Holdings to be in pro forma compliance with Section 7.11 6.2 or 6.3, as applicable, for the relevant fiscal quarter, any applicable period and (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt (to the extent that the proceeds of the Specified Equity Contribution are applied to repay Indebtedness) with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 Sections 6.2 and 6.3 for any fiscal quarter the Fiscal Quarter immediately prior to the Fiscal Quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreementwas made. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02set forth herein, neither no Specified Equity Contribution shall be effective to cure the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported applicable Event of Default under Section 7.11 (or any other Default as a result thereof) until and hereunder unless the Cure Expiration Date has occurred without the such Specified Equity Contribution having been designated is also effective to cure, and in fact cures, the cash proceeds thereof having been advanced to comparable “Event of Default” (as defined in the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoingExisting Credit Agreement), if an Event of Default any, then existing under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this AgreementExisting Indebtedness Documents.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.028.01, for in the purpose event of determining whether an any Event of Default under the any covenant set forth in Section 7.11 has occurred, and until the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all expiration of the cash proceeds of which shall, on or prior to the tenth Business Day (10th) day after the date on which financial statements are required to be delivered with respect to the applicable Test Period fiscal quarter of Holdings hereunder, be advanced to Holdings and the Borrower as may engage in a cash contribution to Permitted Equity Issuance and Holdings may apply the common equity amount of the Borrower) as an Net Cash Proceeds thereof to increase to Consolidated EBITDA with respect to such applicable Test Period and each subsequent Test Period that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from (such Specified Equity Contribution being received by the Borrowerfiscal quarter, a “Default Quarter”); provided that such net cash proceeds Net Cash Proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds Net Cash Proceeds by Holdings to the Borrower) no later than 10 Business Days ten (10) days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder and Default Quarter hereunder, (ii) are identified as a Specified Equity Contribution applied to prepay the Loans in a certificate accordance with Section 2.05(b)(iv), and (iii) do not exceed the aggregate amount necessary to cause Holdings to be in compliance with Section 7.11 for the applicable period (but, for such purpose, not taking into account any repayment of a Responsible Officer of Indebtedness in connection therewith required pursuant to Section 2.05(b)(iv)); provided, further, that the Borrower delivered shall not be permitted to engage in any more than (A) one (1) Permitted Equity Issuance pursuant to this Section 8.04 in any period of four consecutive fiscal quarters or (B) three (3) Permitted Equity Issuances pursuant to this Section 8.04 during the Administrative Agentterm of this Agreement. The parties hereby acknowledge that this Section 8.05 8.04 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with as applicable to Section 7.11 and shall not result in any adjustment to any amounts Consolidated EBITDA other than the amount for purposes of the Consolidated EBITDA referred to in the immediately preceding sentence. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for on the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes last day of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreementa given Test Period. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02set forth herein, neither no Permitted Equity Issuance shall be effective to cure the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported applicable Event of Default under Section 7.11 hereunder unless such Permitted Equity Issuance is also effective to cure, and in fact cures, the comparable “Event of Default” (or any other Default as a result thereof) until and unless defined in the Cure Expiration Date has occurred without the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoingSecond Lien Credit Agreement), if an Event of Default any, then existing under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Second Lien Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this Agreement.

Holdings’ Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, for the purpose of determining whether an Event of Default under the covenant set forth in Section 7.11 has occurred, the Borrower may on one or more occasions designate any Specified Equity Contribution made to Holdings (all of the cash proceeds of which shall, on or prior to the tenth Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Period hereunder, be advanced to the Borrower as a cash contribution to the common equity of the Borrower) as an increase to Consolidated EBITDA with respect to such applicable Test Period and each subsequent Test Period that includes the last fiscal quarter of the Test Period immediately prior to the net cash proceeds from such Specified Equity Contribution being received by the Borrower; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Period hereunder and (ii) are identified as a Specified Equity Contribution in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios (or for any other purpose hereunder) other than solely for purposes of determining compliance with Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentencesentence such purpose. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with Section 7.11 for the relevant fiscal quarter, (iv) all Specified Equity Contributions shall be disregarded for the purposes of determining any pricing, financial ratio-based conditions or availability or any baskets with respect to the covenants contained in this Agreement, (v) the net cash proceeds of any such Specified Equity Contribution shall have been contributed to the Borrower as cash equity and (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.11 for any fiscal quarter in which such Specified Equity Contribution is included in Consolidated EBITDA. (c) If, after giving effect to the recalculations set forth in Section 8.05(a) above, the Borrower shall be in compliance with Section 7.11, the Borrower shall be deemed to have satisfied the requirements of Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable existing breach of Section 7.11 shall be deemed cured for the purposes of this Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.11 (or any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Specified Equity Contribution having been designated and the cash proceeds thereof having been advanced to the Borrower as a cash contribution to the common equity of the Borrower. (d) Notwithstanding the foregoing, if an Event of Default under Section 7.11 would have occurred and been continuing had Holdings not had the option to exercise the cure right as set forth in this Section 8.05 and not exercised such cure right pursuant to this Section 8.05, the Borrower shall not be permitted, at any time while such Event of Default under Section 7.11 has occurred and is continuing and prior to the earlier of (x) the receipt of the cash proceeds by the Borrower as provided in Section 8.05(a) or (y) the Cure Expiration Date, to request any Credit Extension (other than a conversion of Loans to the other Type or a continuation of Eurodollar Loans) under this Agreement.