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

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02, but subject to Sections 8.04(b) and (c), for the purpose of determining whether an Event of Default under either Financial Covenant has occurred, the Parent Borrower may on one or more occasions designate any portion of the Net Cash Proceeds from a sale or issuance of Qualified Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant); provided that such amounts to be designated (i) are actually received by the Parent Borrower (x) on or after the first day of the applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) as of such date and (iii) the Parent Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the Parent Borrower, the Financial Covenants shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants and any Event of Default under the Financial Covenants (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Credit Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Document) on the basis of any actual or purported Event of Default under the Financial Covenants (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(a) is exercised. (c) There can be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(a) are exercised during the term of the Facilities.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section Sections 8.01 or Section 8.02, but subject to Sections 8.04(b) and (c), for if the purpose of determining whether Parent Borrower determines that an Event of Default under either Financial Covenant the covenant set forth in Section 7.11 has occurredoccurred or may occur, during the Parent Borrower may on one or more occasions designate any portion period commencing after the beginning of the Net Cash Proceeds from a sale or issuance of Qualified Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable last fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant); provided that such amounts to be designated Test Period and ending ten (i) are actually received by the Parent Borrower (x) on or after the first day of the applicable fiscal quarter and (y) on or prior to the tenth (10th10) Business Day Days after the date on which financial statements are required to be delivered hereunder with respect to such applicable fiscal quarter (the “Cure Expiration Date”), the Investors may make a Specified Equity Contribution to Holdings (ii) do not exceed a “Designated Equity Contribution”), and the maximum aggregate amount necessary of the net cash proceeds thereof shall be deemed to cure any Event of Default under the increase Consolidated EBITDA with respect to such applicable Financial Covenant(s) as of quarter; provided that such date and (iii) net cash proceeds are actually received by the Parent Borrower shall have provided notice as cash common equity (including through capital contribution of such net cash proceeds to the “Notice of Intent Parent Borrower) (or from any other contribution to Cure”) capital on terms reasonably satisfactory to the Administrative Agent Agent) during the period commencing after the beginning of the last fiscal quarter included in such Test Period and ending on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterExpiration Date. The parties hereby acknowledge that this Section 8.04(a8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) Section 7.11 and shall not result in any adjustment to any baskets or other amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in for the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilitiespurpose of Section 7.11. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount Designated Equity Contribution by the Parent BorrowerBorrower in an amount necessary to cure any Event of Default under the covenant set forth in Section 7.11, the Financial Covenants shall such covenant will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants such covenant and any Event of Default under the Financial Covenants such covenant (and any other Default as a result thereof) shall will be deemed not to have occurred for purposes of the Credit Loan Documents, and (B) from and after the date that the Parent Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.05 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenants covenant set forth in Section 7.11 (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount Designated Equity Contribution having been designated; provided that the Borrowers shall not be permitted to borrow Revolving Credit Loans or Swing Line Loans or make any request for an L/C Credit Extension until and unless (x) the Designated Equity Contribution has been received by Holdings or (y) all such Defaults and Event of Defaults (or the restrictions contained in this proviso) shall have been waived in accordance with the terms of this Agreement. (bi) In each period of four consecutive fiscal quarters, there shall be no more than at least two (2) fiscal quarters in which no Designated Equity Contribution is made, (ii) no more than five Designated Equity Contributions may be made in the cure right set forth in Section 8.04(aaggregate during the term of this Agreement, (iii) is exercised. (c) There can the amount of any Designated Equity Contribution shall be no more than five the amount required to cause the Parent Borrower to be in Pro Forma Compliance with Section 7.11 for any applicable period and (5iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Designated Equity Contribution for determining compliance with Section 7.11 for the fiscal quarters quarter with respect to which such Designated Equity Contribution was made; provided that to the extent such proceeds are actually applied to prepay Indebtedness, such reduction may be credited in which the cure rights set forth in Section 8.04(a) are exercised during the term of the Facilitiesany subsequent fiscal quarter.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02, but subject to Sections 8.04(b) and (c)8.1, for the purpose purposes of determining whether an Event of Default has occurred under either Financial Covenant has occurredthe financial covenant set forth in Section 6.7(b), any equity contribution (in the form of common equity) made to Parent Borrower may on one or more occasions designate any portion of after the Net Cash Proceeds from a sale or issuance of Qualified Equity Interests or last day of any contribution Fiscal Quarter and on or prior to the common capital day that is 10 days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter (it being understood that each designated Cure Amount will Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenant at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Parent Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, (b) no more than three Specified Equity Contributions will be made in the aggregate, (c) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Parent Borrower to be in compliance with the financial covenant, (d) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Consolidated Adjusted EBITDA for purposes of both Financial Covenants even if only required determining basket levels, Applicable Margin, Applicable Revolving Commitment Fee Percentage, and other items governed by reference to Consolidated Adjusted EBITDA, and for compliance with one Financial Covenant); provided that such amounts to be designated (i) are actually received by the Parent Borrower (x) on or after the first day purposes of the applicable fiscal quarter Restricted Junior Payments covenant in Section 6.4), and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) as of such date and (iiie) the Parent Borrower shall have provided notice (proceeds of all Specified Equity Contributions will be applied to prepay the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to Term Loans. To the extent that the amount necessary to cure any Event proceeds of Default under the Financial Covenant(s) is less than the full amount of such originally designated amount). The Cure Amount Specified Equity Contribution are used to calculate Consolidated EBITDA for one fiscal quarter repay Indebtedness, such Indebtedness shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(a) may not be relied on deemed to have been repaid for purposes of calculating any the financial ratios other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the Parent Borrower, the Financial Covenants shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants and any Event of Default under the Financial Covenants (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Credit Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Document) on the basis of any actual or purported Event of Default under the Financial Covenants (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(a6.7(b) is exercised. for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (cand including) There can be no more than five (5) fiscal quarters the Fiscal Quarter in which the cure rights set forth in Section 8.04(a) are exercised during the term Consolidated Adjusted EBITDA will be increased as a result of the Facilitiessuch Specified Equity Contribution.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02, but subject to Sections 8.04(b: (a) and (c), for For the purpose of determining whether an Event of Default under either Financial Covenant Section 7.11 has occurred, the Parent Borrower may on one or more occasions designate any portion of the Net Cash Proceeds net cash proceeds from a sale or issuance of Qualified Equity Interests of the Parent Borrower or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant)quarter; provided that such amounts to be designated (i) are actually received by the Parent Borrower (x) on or after the first day of the such applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) Section 7.11 as of such date and (iii) the Parent Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) Section 7.11 is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. . (b) The parties hereby acknowledge that this Section 8.04(a) 8.04 may not be relied on for purposes of calculating any financial ratios other than as applicable for determining actual compliance with Section 7.11 (and not Pro Forma Compliance with Section 7.11 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including the Financial Covenants (amount of Indebtedness and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02. (c) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by the Parent Borrower, the Financial Covenants covenants under Section 7.11 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants covenants under such Section 7.11 and any Event of Default under the Financial Covenants (and any other Default as a result thereof) Section 7.11 shall be deemed not to have occurred for purposes of the Credit Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior the Cure Expiration Date, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenants (and any other Default as a result thereof) Section 7.11 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (bi) In each period of four consecutive fiscal quarters, there shall be no more than at least two (2) fiscal quarters in which the no cure right set forth in this Section 8.04(a8.04 is exercised and (ii) is exercisedthere shall be no pro forma reduction in Indebtedness with the Cure Amount for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Cure Amount was made. (ce) There can be no more than five four (54) fiscal quarters in which the cure rights set forth in this Section 8.04(a) 8.04 are exercised during the term of the Facilities.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02, but subject to Sections 8.04(b) and (c), for the purpose of determining whether an Event of Default under either the Financial Covenant has occurred, the Parent Borrower may on one or more occasions designate any portion of the Net Cash Proceeds from a sale or issuance of Qualified Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant)quarter; provided that such amounts to be designated (i) are actually received by the Parent Borrower (x) on or after the first day Business Day of the applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) Covenant as of such date and (iii) the Parent Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) Covenant is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants Covenant (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the Parent Borrower, the Financial Covenants Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants Covenant and any Event of Default under the Financial Covenants Covenant (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Credit Loan Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenants Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(a) is exercised. (c) There can be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(a) are exercised during the term of the Facilities.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in Section 8.01 or Section 8.029, but subject to Sections 8.04(b) and (c), for in the purpose event of determining whether an any Event of Default under either Financial Covenant has occurredthe covenant set forth in subsection 8.12 and upon the receipt of a Specified Equity Contribution within the time period specified, and subject to the Parent Borrower may on one or more occasions designate any portion satisfaction of the Net Cash Proceeds from a sale or issuance other conditions with respect to Specified Equity Contribution set forth in the definition thereof, Consolidated EBITDA shall be increased with respect to such applicable Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter by the amount of Qualified such Specified Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) Contribution (the “Cure Amount”) as an increase to Consolidated EBITDA ), solely for the applicable fiscal quarter purpose of measuring compliance with subsection 8.12. If, after giving effect to the foregoing pro forma adjustment (it being understood that each designated without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount will be included in or any portion of the calculation Cure Amount on the balance sheet of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant); provided that such amounts to be designated (i) are actually received by the Parent Borrower (x) on or after the first day of the applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are delivered its Restricted Subsidiaries, in each case, with respect to such applicable fiscal quarter (the “Cure Expiration Date”Fiscal Quarter only), (ii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) as of such date and (iii) the Parent Borrower and its Restricted Subsidiaries shall have provided notice (then be in compliance with the “Notice requirements of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable periodsubsection 8.12, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the Parent Borrower, the Financial Covenants they shall be deemed satisfied and complied with to have been in compliance therewith as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply with therewith at such date, and the Financial Covenants applicable breach or default hereunder that had occurred shall be deemed cured for the purposes of this Agreement. (b) The parties hereby acknowledge that notwithstanding any other provision in this Agreement to the contrary, (i) the Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be disregarded for purposes of calculating Consolidated EBITDA in any determination of any financial ratio-based conditions (other than as applicable to subsection 8.12), or any available basket under Section 8 and (ii) no Lender or Issuing Lender shall be required to make any Extension of Credit hereunder, if an Event of Default under the Financial Covenants (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Credit Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Document) on the basis of any actual or purported Event of Default under the Financial Covenants (and any other Default as a result thereof) until and unless the Cure Expiration Date covenant set forth in subsection 8.12 has occurred without and is continuing during the 10 Business Day period during which a Specified Equity Contribution may be made (as provided in the definition of Specified Equity Contribution), unless and until the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(a) is exercisedactually received. (c) There can be no more than five (5) fiscal quarters in which Upon receipt by the Administrative Agent of written notice, on or prior to the Cure Expiration Date, that the Borrowers intend to exercise the cure rights set forth in Section 8.04(a) are exercised during this subsection 9.3 in respect of a Fiscal Quarter, the term Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the Facilitiesfinancial covenant set forth in subsection 8.12, unless such failure is not cured pursuant to the exercise of the cure rights set forth in this subsection 9.3 on or prior to the Cure Expiration Date.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.028.01, but subject to Sections 8.04(b) and (c), for the purpose of determining whether an Event of Default has occurred under either Financial Covenant has occurredthe covenant set forth in Section 7.10 as of any date, the Parent Borrower may on one or more occasions designate any portion of apply the Net Cash Proceeds from of a sale or issuance of Qualified Permitted Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) Issuance (the “Cure Amount”) as an to increase to Consolidated EBITDA for and after the final day of the applicable fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant)quarter; provided that such amounts to be designated Net Cash Proceeds (i) are actually received by the Parent Borrower (x) on or after the first day of the applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) are Not Otherwise Applied (including, without limitation, used to increase the Cumulative Amount) and (iii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) Section 7.10 as of such date and (iii) the Parent Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) is less than the full amount of such originally designated amount)date. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterquarter (it being understood that the full Cure Amount necessary to cure the breach of the covenant under Section 7.10 shall apply to the calculation of the covenant under Section 7.10). The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios (including, for the avoidance of doubt, the Fixed Charge Coverage Ratio for purposes of determining whether the Payment Conditions are satisfied) other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) Section 7.10 and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to . There shall be no pro forma reduction in Indebtedness or Consolidated Total Debt with the extent such proceeds are actually applied to prepay Indebtedness under the Facilitiesof a Permitted Equity Issuance for determining compliance with Section 7.10. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation receipt of the Cure Amount by the Parent Borrower, the Financial Covenants covenant under Section 7.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants covenant under such Section 7.10 and any Default or Event of Default related to any failure to comply with the covenant under the Financial Covenants (and any other Default as a result thereof) such Section 7.10 shall be deemed not to have occurred for purposes of the Credit Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, neither the Administrative Agent nor any Lender may shall exercise any rights or remedies under Section 8.02 (or under any other Credit DocumentLoan Document available during the continuance of any Default or Event of Default) on the basis of any actual or purported Event failure to comply with the covenant under such Section 7.10 until such failure is not cured pursuant to the Notice of Default under the Financial Covenants (and any other Default as a result thereof) until and unless Intent to Cure on or prior to the Cure Expiration Date has occurred without the Cure Amount having been designatedDate. (b) In each period of four consecutive fiscal quarters, there shall be no more than at least two (2) fiscal quarters in which the no cure right set forth in Section 8.04(a) is exercisedmade. (c) There can be no more than five four (54) fiscal quarters in which the cure rights set forth in Section 8.04(a) are exercised is made during the term of the Facilitiesthis Agreement.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.028.01, but subject to Sections 8.04(b) and (c), for the purpose of determining whether an Event of Default has occurred under either Financial Covenant has occurredany covenant set forth in Section 7.10 as of any date, the Parent Borrower may on one or more occasions designate any portion of apply the Net Cash Proceeds from of a sale or issuance of Qualified Permitted Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) Issuance (the “Cure Amount”) as an to increase to Consolidated EBITDA for and after the final day of the applicable fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant)quarter; provided that such amounts to be designated Net Cash Proceeds (i) are actually received by the Parent Borrower (x) on or after the first day of the applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) are Not Otherwise Applied (including, without limitation, used to increase the Cumulative Amount) and (iii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) Section 7.10 as of such date and (iii) the Parent Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) is less than the full amount of such originally designated amount)date. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterquarter (it being understood that full Cure Amount necessary to cure any covenant under Section 7.10 shall apply to the calculation of each covenant under Section 7.10). The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) Section 7.10 and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to . There shall be no pro forma reduction in Indebtedness or Consolidated Total Debt with the extent such proceeds are actually applied to prepay Indebtedness under the Facilitiesof a Permitted Equity Issuance for determining compliance with Section 7.10. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation receipt of the Cure Amount by the Parent Borrower, the Financial Covenants covenants under Section 7.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants any covenant under such Section 7.10 and any Default or Event of Default related to any failure to comply with any covenant under the Financial Covenants (and any other Default as a result thereof) such Section 7.10 shall be deemed not to have occurred for purposes of the Credit Loan Documents, and (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, neither the Administrative Agent nor any Lender may shall exercise any rights or remedies under Section 8.02 (or under any other Credit DocumentLoan Document available during the continuance of any Default or Event of Default) on the basis of any actual or purported Event failure to comply with any covenant under such Section 7.10 until such failure is not cured pursuant to the Notice of Default under the Financial Covenants (and any other Default as a result thereof) until and unless Intent to Cure on or prior to the Cure Expiration Date has occurred without the Cure Amount having been designatedDate. (b) In each period of four consecutive fiscal quarters, there shall be no more than at least two (2) fiscal quarters in which the no cure right set forth in Section 8.04(a) is exercisedmade. (c) There can be no more than five four (54) fiscal quarters in which the cure rights set forth in Section 8.04(a) are exercised is made during the term of the FacilitiesTerm Loans.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02, but subject to Sections 8.04(b) and (c), for the purpose of determining whether an Event of Default under either Financial Covenant has occurred, the Parent Borrower may on one or more occasions designate any portion of the Net Cash Proceeds from a sale or issuance of Qualified Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant); provided that such amounts to be designated (i) are actually received by the Parent Borrower (x) on or after the first day of the applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) as of such date and (iii) the Parent Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the Parent Borrower, the Financial Covenants shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants and any Event of Default under the Financial Covenants (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Credit Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Document) on the basis of any actual or purported Event of Default under the Financial Covenants (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(a) is exercised. (c) There can be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(a) are exercised during the term of the Facilities.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.028.1, but subject to Sections 8.04(b) and (c), for in the purpose of determining whether an Event of Default under either Financial Covenant has occurred, the event that Parent Borrower may on one or more occasions designate any portion fails to comply with the requirement of the Net Cash Proceeds from financial covenant set forth in Section 6.7 (a sale or issuance “Financial Performance Covenant”) with respect to any Fiscal Quarter, after the end of Qualified Equity Interests or of any contribution to such Fiscal Quarter until the common capital expiration of the Parent Borrower (or from any other contribution tenth day subsequent to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant); provided that such amounts to be designated (i) are actually received by the Parent Borrower (x) on or after the first day of the applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are delivered with respect to such applicable fiscal quarter the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1, Parent Borrower shall have the right to issue Capital Stock (other than any Disqualified Stock) (the “Cure Expiration DateRight”), and upon the receipt by a Parent Borrower of cash (iisuch amount of cash being referred to as the “Specified Cure Investment”) do not exceed pursuant to the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) as exercise by Parent Borrower of such date and (iii) the Parent Borrower Cure Right, such Financial Performance Covenant shall have provided notice (the “Notice of Intent to Cure”) be recalculated giving effect to the Administrative Agent on following pro forma adjustments: (i) EBITDA shall be increased, solely for the date such amounts are designated as a “Cure Amount” (it being understood that to purpose of determining the extent such notice is provided in advance of delivery existence of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Default or Event of Default under the Financial Covenant(s) is less than Performance Covenant with respect to any period of four consecutive fiscal quarters that includes the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Specified Cure Investment; and (ii) if, after giving effect to the foregoing recalculations, Parent Borrower shall then be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(a) may not be relied on in compliance with the requirements of the Financial Performance Covenant (including for purposes of calculating any financial ratios other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricingSection 3.2), mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the Parent Borrower, the Financial Covenants Borrower shall be deemed to have satisfied and complied with the requirements of the Financial Performance Covenant as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply with the Financial Covenants and any Event of Default under the Financial Covenants (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Credit Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Document) on the basis of any actual or purported Event of Default under the Financial Covenants (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designatedtherewith at such date. (b) In Notwithstanding anything herein to the contrary, (i) in each four fiscal quarter period of four consecutive fiscal quarters, there shall be a period of at least two Fiscal Quarters in which no Cure Right is exercised, (ii) such Cure Right shall not be exercised more than two four times during the Revolving Commitment Period, (2iii) fiscal quarters in which the cure right set forth in Section 8.04(a) is exercised. (c) There can Specified Cure Investment shall be no more greater than five the amount required to cause Parent Borrower to be in compliance with such Financial Performance Covenant, (5iv) fiscal quarters the proceeds of Specified Cure Investments shall be disregarded for purposes of calculating Consolidated Total Debt in which any determination of compliance with the cure rights set forth in Section 8.04(aFinancial Covenant and (v) are exercised during all Specified Cure Investments shall be disregarded for purposes of determining any ratio-based conditions, covenant “baskets” or the term of the FacilitiesApplicable Margin.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02, but subject to Sections 8.04(b) and (c), for the purpose of determining whether an Event of Default under either the Financial Covenant has occurred, the Parent Borrower may on one or more occasions designate any portion of the Net Cash Proceeds from a sale or issuance of Qualified Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant)quarter; provided that such amounts to be designated (i) are actually received by the Parent Borrower (x) on or after the first day Business Day of the applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) Covenant as of such date and (iii) the Parent Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) Covenant is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants Covenant (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the Parent Borrower, the Financial Covenants Covenant shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants Covenant and any Event of Default under the Financial Covenants Covenant (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Credit Loan Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenants Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(a) is exercised. (c) There can be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(a) are exercised during the term of the Facilities.

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.028.01, but subject to Sections 8.04(b) and (c), for the purpose of determining whether an Event of Default has occurred under either Financial Covenant has occurredthe covenant set forth in Section 7.10 as of any date, the Parent Borrower may on one or more occasions designate any portion of apply the Net Cash Proceeds from of a sale or issuance of Qualified Permitted Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) Issuance (the “Cure Amount”) as an to increase to Consolidated EBITDA for and after the final day of the applicable fiscal quarter (it being understood that each designated Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant)quarter; provided that such amounts to be designated Net Cash Proceeds (i) are actually received by the Parent Borrower (x) on or after the first day of the applicable fiscal quarter and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) are Not Otherwise Applied (including, without limitation, used to increase the Cumulative Amount) and (iii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under the applicable Financial Covenant(s) Section 7.10 as of such date and (iii) the Parent Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) is less than the full amount of such originally designated amount)date. The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarterquarter (it being understood that full Cure Amount necessary to cure the covenant under Section 7.10 shall apply to the calculation of the covenant under Section 7.10). The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) Section 7.10 and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to . There shall be no pro forma reduction in Indebtedness or Consolidated Total Debt with the extent such proceeds are actually applied to prepay Indebtedness under the Facilitiesof a Permitted Equity Issuance for determining compliance with Section 7.10. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation receipt of the Cure Amount by the Parent Borrower, the Financial Covenants shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants and any Event of Default under the Financial Covenants (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Credit Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Document) on the basis of any actual or purported Event of Default under the Financial Covenants (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(a) is exercised. (c) There can be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(a) are exercised during the term of the Facilities.covenant under

Parent Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary otherwise contained in Section 8.01 or Section 8.029, but subject to Sections 8.04(b) and (c), for in the purpose event of determining whether an any Event of Default under either Financial Covenant has occurredthe covenant set forth in subsection 8.12 and upon the receipt of a Specified Equity Contribution within the time period specified, and subject to the Parent Borrower may on one or more occasions designate any portion satisfaction of the Net Cash Proceeds from a sale or issuance other conditions with respect to Specified Equity Contribution set forth in the definition thereof, Consolidated EBITDA shall be increased with respect to such applicable Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter by the amount of Qualified such Specified Equity Interests or of any contribution to the common capital of the Parent Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) Contribution (the “Cure Amount”) as an increase to Consolidated EBITDA ), solely for the applicable fiscal quarter purpose of measuring compliance with subsection 8.12. If, after giving effect to the foregoing pro forma adjustment (it being understood that each designated without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount will be included in the calculation of Consolidated EBITDA for purposes of both Financial Covenants even if only required for compliance with one Financial Covenant); provided that such amounts to be designated (i) are actually received by the Parent Borrower (x) on or after the first day any portion of the applicable fiscal quarter Cure Amount on the balance sheet of Holdings and (y) on or prior to the tenth (10th) Business Day after the date on which financial statements are delivered its Restricted Subsidiaries, in each case, with respect to such applicable fiscal quarter (the “Cure Expiration Date”Fiscal Quarter only), (ii) do not exceed Holdings and its Restricted Subsidiaries shall then be in compliance with the maximum aggregate amount necessary to cure any Event requirements of Default under the applicable Financial Covenant(s) as of such date and (iii) the Parent Borrower shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable periodsubsection 8.12, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant(s) is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants (and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount by the Parent Borrower, the Financial Covenants they shall be deemed satisfied and complied with to have been in compliance therewith as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply with therewith at such date, and the Financial Covenants applicable breach or default hereunder that had occurred shall be deemed cured for the purposes of this Agreement. (b) The parties hereby acknowledge that notwithstanding any other provision in this Agreement to the contrary, (i) the Cure Amount received pursuant to the occurrence of any Specified Equity Contribution shall be disregarded for purposes of calculating Consolidated EBITDA in any determination of any financial ratio-based conditions (other than as applicable to subsection 8.12), or any available basket under Section 8 and (ii) no Lender or Issuing Lender shall be required to make any Extension of Credit hereunder, if an Event of Default under the Financial Covenants (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of the Credit Documents, and (B) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Credit Document) on the basis of any actual or purported Event of Default under the Financial Covenants (and any other Default as a result thereof) until and unless the Cure Expiration Date covenant set forth in subsection 8.12 has occurred without and is continuing during the 10 Business Day period during which a Specified Equity Contribution may be made (as provided in the definition of Specified Equity Contribution), unless and until the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(a) is exercisedactually received. (c) There can be no more than five (5) fiscal quarters in which Upon receipt by the Administrative Agent of written notice, on or prior to the Cure Expiration Date, that the Borrowers intend to exercise the cure rights set forth in Section 8.04(a) are exercised during this subsection 9.3 in respect of a Fiscal Quarter, the term Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the Facilitiesfinancial covenant set forth in subsection 8.12, unless such failure is not cured pursuant to the exercise of the cure rights set forth in this subsection 9.3 on or prior to the Cure Expiration Date.