Common use of Right to Cure Clause in Contracts

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0111.3(a), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements requirement of the Financial Covenantcovenant set forth in Section 10.10, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent tenth day after the date on which the Section 9.1 Financials with respect to the date Test Period in which the certificate calculating covenant set forth in such Financial Covenant Section is being measured are required to be delivered pursuant to Section 5.04(c)9.1, Holdings, any holder of Stock or Stock Equivalents of the Borrower and or any Parent Entity direct or indirect parent of the Borrower shall have the right to issue Permitted Cure Securities for cash make a direct or otherwise receive cash contributions to indirect equity investment (other than in the capital form of such entities, and Disqualified Equity Interests) in each case, to contribute any such cash to the capital of the Borrower in cash (collectively, the “Cure Right”), and upon the receipt by such Person of net cash proceeds (the Borrower amount of such net cash (proceeds, the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in such Section shall be recalculated recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring determining the Financial Covenant existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Credit Document. (b) If, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of after the exercise of the Cure Right for determining compliance with and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Casha) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03above, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 10.10 during such Test Period (including for purposes of Section 7.1), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 11.3 that had occurred shall be deemed cured for cured; provided that (i) in each Test Period there shall be at least one fiscal quarter in which no Cure Right is exercised, and (ii) with respect to any exercise of the purposes of this AgreementCure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.10.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0111.3(a), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements requirement of the Financial Covenantcovenant set forth in Section 10.10, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent tenth day after the date on which the Section 9.1 Financials with respect to the date Test Period in which the certificate calculating covenant set forth in such Financial Covenant Section is being measured are required to be delivered pursuant to Section 5.04(c)9.1, Holdings, any holder of Stock or Stock Equivalents of the Borrower and or any Parent Entity direct or indirect parent of the Borrower shall have the right to issue Permitted Cure Securities for cash make a direct or otherwise receive cash contributions to indirect equity investment (other than in the capital form of such entities, and Disqualified Equity Interests) in each case, to contribute any such cash to the capital of the Borrower in cash (collectively, the “Cure Right”), and upon the receipt by such Person of net cash proceeds (the Borrower amount of such net cash (proceeds, the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in such Section shall be recalculated recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring determining the Financial Covenant existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Credit Document. (b) If, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of after the exercise of the Cure Right for determining compliance with and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Casha) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03above, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 10.10 during such Test Period (including for purposes of Section 7.1), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 11.3 that had occurred shall be deemed cured for cured; provided that (i)(a) in each Test Period there shall be at least two fiscal quarters in which no Cure Right is exercised and (b) the purposes Cure Right may be exercised no more than five times prior to the Final Maturity Date, and (ii) with respect to any exercise of this Agreementthe Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.10.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitmentsunrestricted cash). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and Covenant, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cashunrestricted cash) and (other thanv) the Cure Amount shall be disregarded for purposes of determining any financial ratio-based conditions, for future periods, pricing or any baskets with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions covenants contained in Revolving Facility Commitments)this Agreement. If, after giving effect to the adjustments in this Section 7.03paragraph, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01this Article VIII, in the event that the Parent Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day Section 7.14 as of the applicable fiscal quarter end of any relevant Test Period, until the expiration of the 10th Business Day subsequent to date that is 10 days after the date the certificate calculating financial statements with respect to such Financial Covenant is Test Period are required to be delivered pursuant to Section 5.04(c)6.01, Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for make an equity investment in the Parent Borrower (other than in the form of Disqualified Equity Interests) in cash or otherwise receive make cash common equity contributions to the capital of such entities, and Parent Borrower (in each case, to contribute with the proceeds of any such cash to equity investment made in Parent by the capital of the Borrower Sponsors) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of such cash contributions (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant Parent Borrower’s compliance with Section 7.14 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose purposes of measuring determining compliance with Section 7.14, including determining compliance with Section 7.14 as of the Financial Covenant end of such Test Period and not applicable subsequent periods that include such fiscal quarter for any other purpose under this Agreement, which the Cure Right is exercised by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, Amount and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments foregoing calculations (but not, for the avoidance of doubt, giving pro forma effect to any repayment of Indebtedness in this Section 7.03connection therewith), the Borrower shall then be in compliance with the requirements of Section 7.14 shall be satisfied, then the Financial Covenant, the Borrower requirements of Section 7.14 shall be deemed to have satisfied the requirements of the Financial Covenant as of the end of the relevant date of determination Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant Section 7.14 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there shall be a period of at least one fiscal quarter in which the Cure Right is not exercised, (y) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 7.14 and (z) the Cure Amount shall be disregarded for purposes of determining compliance with any other provision of this Agreement (including, without limitation, any other provision that requires compliance with Section 7.14 on a pro forma basis).

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which Adjusted EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0111.3(a), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements requirement of the Financial Covenantcovenant set forth in Section 10.9, from the last day of the applicable fiscal quarter until the expiration of the 10th fifteenth Business Day subsequent after the date on which Section 9.1 Financials with respect to the date Test Period in which the certificate calculating covenant set forth in such Financial Covenant Section is being measured are required to be delivered pursuant to Section 5.04(c9.1 (the “Cure Period”), Holdings, the Borrower and Holdings or any Parent Entity other Person shall have the right to issue Permitted Cure Securities for make a direct or indirect equity investment (in the form of cash common equity or otherwise receive cash contributions in a form reasonably acceptable to the capital of such entities, and Administrative Agent) 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 the net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash (proceeds to the Borrower, the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in such Section shall be recalculated recalculated, giving effect to a the pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring calculating the Financial Covenant covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercisedany Credit Document, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilitiesunless actually applied to Indebtedness, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the any Cure Right for determining compliance with the Financial Covenant Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted CashCash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other than, for future periods, with respect to adjustment under any portion other financial definition shall be made as a result of such the exercise of any Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Right. (b) If, after giving effect the exercise of the Cure Right and the recalculations pursuant to the adjustments in this Section 7.03clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 10.9 during such Test Period (including for the purposes of Section 7), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each Test Period there shall be at least two fiscal quarters for which no Cure Right is exercised, (ii) no more than five Cure Rights may be exercised during the term of the Revolving Credit Facility and (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.9. (c) Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to a failure to comply with the requirement of the covenant set forth in Section 10.9 (it being understood that no Revolving Credit Lender or Revolving Letter of Credit Issuer shall be required to fund Revolving Credit Loans or extend new credit in respect of Revolving Letters of Credit during any such Cure Period).

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last first day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.019, in the event that the Borrower UK Holdco fails (or, but for the operation of this Section 7.039.4, would fail) to comply with the requirements of the Financial CovenantSection 7.1, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity Holdings shall have the right from the date of delivery of a Notice of Intent to Cure with respect to the fiscal quarter most recently ended for which financial results have been provided under Sections 6.1(a) or (b) until 10 Business Days thereafter (the “Cure Period”), to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the equity capital of such entitiesHoldings, and and, in each case, to contribute any such cash to the equity capital of the Borrower UK Holdco (collectively, the “Cure Right”), and upon the receipt by the Borrower UK Holdco of such cash (the “Cure Amount”), ) pursuant to the exercise by Holdings of the such Cure Right, the Financial Covenant First Lien Net Leverage Ratio shall be recalculated giving effect to by increasing Consolidated EBITDA (solely for purposes of compliance with Section 7.1 and determining whether an Event of Default is continuing for purposes of clause (y) of the definition of Applicable Margin) on a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, Pro Forma Basis solely for the purpose of measuring the Financial Covenant First Lien Net Leverage Ratio and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that . (ib) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower UK Holdco shall then be in compliance with the requirements of the Financial CovenantSection 7.1, the Borrower then UK Holdco shall be deemed to have satisfied the requirements of the Financial Covenant Section 7.1 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 breach or default of the Financial Covenant Section 7.1 that had occurred shall be deemed cured not to have occurred for the purposes of this Agreement. (c) To the extent a fiscal quarter ended for which the First Lien Net Leverage Ratio was initially recalculated as a result of a Cure Right and such fiscal quarter is included in the calculation of the First Lien Net Leverage Ratio in a subsequent fiscal quarter, the Cure Amount shall be included in Consolidated EBITDA of such initial fiscal quarter. (d) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) for purposes of this Section 9.4, the Cure Amount shall be no greater than the amount required for purposes of complying with the First Lien Net Leverage Ratio, determined at the time the Cure Right is exercised with respect to the fiscal quarter ended for which the First Lien Net Leverage Ratio was initially recalculated as a result of a Cure Right, (iii) the Cure Amount shall be disregarded for all other purposes of this Agreement, including, determining any baskets with respect to the covenants contained in Section 7, and shall not result in any adjustment to any amounts other than the amount of Consolidated EBITDA as described in clause (a) above, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Amount for the fiscal quarter immediately preceding the fiscal quarter in which the Cure Right is exercised for purposes of determining compliance with Section 7.1 except to the extent the Cure Amount is actually applied to repay Indebtedness and (v) Holdings shall not exercise the Cure Right in excess of five instances over the term of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0112.1(c)(ii), in the event that the Borrower Company fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant set forth in Section 11.1 for any period, from at any time on or before the last tenth day after the date of delivery of a Notice of Intent to Cure by the applicable fiscal quarter until the expiration of the 10th Business Day subsequent Company to the date the certificate calculating such Financial Covenant is required to be delivered Administrative Agent pursuant to Section 5.04(c10.2(b), Holdings, the Borrower and any Parent Entity Company shall have the right (the “Cure Right”) to issue Permitted Cure Securities to Revlon for cash or otherwise receive Capital Contributions in cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”)from Revlon, and upon the receipt by the Borrower Company of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in Section 11.1 shall be recalculated recalculated, giving effect to a pro forma increase to EBITDA in accordance with the definition thereof for the fiscal quarter for which such Cure Right was exercised in an amount equal to such Cure Amount (and such increase shall be included in each period that includes such fiscal quarter); provided, however, that such pro forma adjustment by which to EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring determining the Financial Covenant existence of a Default or an Event of Default under the covenant set forth in Section 11.1 with respect to any period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Loan Document. (b) If, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of after the exercise of the Cure Right for determining compliance with and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Casha) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03above, the Borrower Company shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 11.1 for such fiscal quarter, the Borrower Company shall be deemed to have satisfied the requirements of the Financial Covenant covenant set forth in Section 11.1 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 breach Default or default Event of the Financial Covenant Default under Section 12.1(c)(ii) that had occurred shall be deemed cured cured; provided, however, that (i) the Company may not exercise the Cure Right more than two times in any four fiscal quarter period, (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Company to be in compliance with Section 11.1 and (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the covenant in Section 11.1 for the purposes of this Agreementperiod with respect to which such Cure Amount applies.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, for purposes of determining whether any Default resulting from the failure to perform or observe any covenant set forth in Section 7.10 has occurred, as of any date, and at any time during the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from applicable fiscal quarter or on or after the last day of the applicable fiscal quarter until and on or prior to the expiration of day that is the 10th fifteenth (15th) Business Day subsequent to after the date the certificate calculating such Financial Covenant is on which financial statements are required to be delivered pursuant to Section 5.04(cSections 6.01(a) or (b), Holdingsas applicable with respect to the applicable fiscal quarter or fiscal year, as applicable, hereunder (the “Cure Expiration Date”), the Borrower and Permitted Holders (or any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions other Person so long as no Change of Control results therefrom) may make a Specified Equity Contribution to the capital of such entitiesBorrower, and in each case, to contribute any such the Borrower may add the product of (x) the amount of the net cash proceeds thereof multiplied by (y) four to the capital of LQA Consolidated EBITDA for such fiscal quarter (calculated in accordance with the Borrower definition thereof) to increase the LQA Consolidated EBITDA with respect to such fiscal quarter (collectively, the “Cure Right”), and upon the receipt ; provided that such net cash proceeds are actually received by the Borrower as cash, common equity or any other Qualified Equity Interests (including through capital contribution of such net cash (the “Cure Amount”), pursuant proceeds to the exercise of Borrower) no later than the Cure RightExpiration Date (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the Financial Covenant shall amount of such net cash proceeds that is designated as the Specified Equity Contribution may be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to lower than specified in such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal notice to the Cure Amount; provided, extent that the amount necessary to cure any Event of Default resulting from the failure to perform or observe any covenant set forth in Section 7.10 is less than the full amount of such originally designated amount). (b) The right to make a Specified Equity Contribution is subject to the following conditions: (i) no more than two (2) Specified Equity Contributions may be made in each any period of four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercisedquarters, (ii) a Cure Right shall not be exercised no more than five times (5) Specified Equity Contributions will be made in the aggregate during the term of the Revolving Facilitiesthis Agreement, (iii) for purposes the net cash proceeds of this Section 7.03, the Cure Amount any Specified Equity Contribution shall be no greater more than the amount required to cause the Borrower to be in pro forma compliance with Section 7.10 for purposes of complying with the Financial Covenant and any applicable period, (iv) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.10 for the Test Period ending with the fiscal quarter ended immediately prior to the exercise of the Cure Right Right, (v) all Specified Equity Contributions shall be disregarded for purposes of determining pricing, financial ratio-based conditions (including the determination of compliance with the Financial Covenant financial covenant contained in Section 7.10 on a pro forma basis in connection with the utilization of any basket or exception or the taking of any action), Available Amount, Excluded Contributions or other baskets with respect to covenants contained in the Loan Documents to the extent set forth therein and (vi) the proceeds of the Specified Equity Contributions shall not be required to be applied to repay the Facilities. (c) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, (A) upon receipt of a Specified Equity Contribution by the Borrower or any other Loan Party, the covenant set forth in Section 7.10 shall be recomputed by adding the amount of the Specified Equity Contribution to LQA Consolidated EBITDA for the relevant Test Period (and any subsequent Test Period that includes such fiscal quarter in respect quarter) and, to the extent Section 7.10 is complied with on such basis, any Default or Event of which such Cure Right is exercised Default related to any failure to comply with Section 7.10 (either directly through prepayment or indirectly and any other Default as a result of the netting of Unrestricted Cashthereof) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed not to have satisfied occurred for any purpose under the requirements Loan Documents and (B) unless the Administrative Agent has received a written notice from the Borrower of its intent not to make a Specified Equity Contribution and exercise its rights under this Section 8.04 prior to the Financial Covenant as Cure Expiration Date, neither the Administrative Agent nor any Lender shall exercise any rights or remedies under Section 8.02 (or under any other Loan Document) available during the continuance of any Default or Event of Default on the relevant date basis of determination with the same effect as though there had been no any actual or purported failure to comply therewith at with Section 7.10 (and any other Default as a result thereof) until such datefailure is not cured with the proceeds of a Specified Equity Contribution on or prior to the Cure Expiration Date; provided that, until the earlier to occur of the satisfaction (or waiver in accordance with Section 10.01) of the conditions in Section 4.02 and the applicable breach or default receipt of the Financial Covenant that had occurred such Specified Equity Contribution, no Revolving Credit Lender shall be deemed cured for the purposes required to make any Revolving Credit Loan, no Swing Line Loans shall be made and no L/C Issuer shall issue any Letter of this AgreementCredit.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.019.1(d)(i) (Events of Default), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the covenant set forth in Article V (Financial Covenant) for any period, from at any time on or before the last tenth day after the date of delivery of a Notice of Intent to Cure by the applicable fiscal quarter until the expiration of the 10th Business Day subsequent Borrower to the date the certificate calculating such Financial Covenant is required to be delivered Administrative Agent pursuant to Section 5.04(c6.1(c) (Financial Statements), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities to the Permitted Holders for cash or otherwise receive cash contributions to the capital of such entities, 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 (including through capital contributions by Holdings to the Borrower) of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the covenant set forth in Article V (Financial Covenant Covenant) shall be recalculated recalculated, giving effect to a pro forma increase to Consolidated EBITDA in accordance with the definition thereof for the Fiscal Quarter for which such Cure Right was exercised in an amount equal to such Cure Amount (and such increase shall be included in each period that includes such Fiscal Quarter); provided, however, that such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring determining the existence of a Default or an Event of Default under the covenant set forth in Article V (Financial Covenant Covenant) with respect to any period that includes the Fiscal Quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Loan Document. (b) If, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of after the exercise of the Cure Right for determining compliance with and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Casha) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03above, the Borrower shall then be in compliance with the requirements of the covenant set forth in Article V (Financial Covenant) for such Fiscal Quarter, the Borrower shall be deemed to have satisfied the requirements of the covenant set forth in Article V (Financial Covenant 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 breach Default or default Event of the Financial Covenant Default under Section 9.1(d)(i) (Events of Default) that had occurred shall be deemed cured for cured; provided, however, that (i) the purposes Borrower may not exercise the Cure Right more than (A) two times in any four Fiscal Quarter period and (B) five times during the term of this Agreement, (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with Article V (Financial Covenant) and (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the covenant in Article V (Financial Covenant) for the period with respect to which such Cure Amount applies.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that Bidco and the Borrower fails (or, but for the operation of this Section 7.03, would fail) Restricted Subsidiaries fail to comply with the requirements of the Financial Covenant, from Performance Covenant (if applicable) as of the last day of any applicable fiscal quarter of Bidco, at any time after the applicable beginning of such fiscal quarter until the expiration of the 10th tenth (10th) Business Day subsequent to the date on which the certificate calculating financial statements with respect to such Financial Covenant is fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.04(c5.01(a) or (b), Holdingsas applicable, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of such entitiesHoldings as cash common equity or other Qualified Equity Interests or Subordinated Shareholder Liabilities (which Holdings shall contribute, and in each casethrough its subsidiaries if applicable, to contribute any such Bidco as cash to the capital of the Borrower common equity or other Qualified Equity Interests) (collectively, the “Cure Right”), and upon the receipt by Bidco of the Borrower Net Proceeds of such cash issuance (the “Cure Amount”), ) pursuant to the exercise by Holdings of the such Cure Right, the Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which one of the following Pro Forma Adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four-four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, or (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, Borrowings with respect to such applicable fiscal quarter shall be reduced to an amount below the greater of (x) $280,000,000 and (y) 40% of the aggregate principal amount of Revolving Commitments then in effect (after including any portion Incremental Revolving Commitment Increase then in effect) such that the Financial Performance Covenant would not have been required to have been tested on the last day of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Iffiscal quarter; and if, after giving effect to either of the adjustments in this Section 7.03foregoing Pro Forma Adjustments, Bidco and the Borrower Restricted Subsidiaries shall then be in compliance with the requirements of Senior Secured First Lien Net Leverage Ratio contained in the Financial CovenantPerformance Covenant or the Financial Performance Covenant is not applicable for such fiscal quarter, Bidco and the Borrower Restricted Subsidiaries shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of Bidco there shall be at least one (1) fiscal quarter in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times and (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Senior Secured First Lien Net Leverage Ratio contained in the Financial Performance Covenant or reducing the outstanding Revolving Borrowings to below the greater of (x) $280,000.000 and (y) 40% of the aggregate principal amount of Revolving Commitments then in effect (after including any Incremental Revolving Commitment Increase then in effect), as applicable, and any amounts in excess thereof shall not be deemed to be a Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining any available basket under Article VI of this Agreement. For the avoidance of doubt, to the extent such Cure Amounts are applied to prepay Indebtedness, such reduction may be given effect in determining compliance with the Financial Performance Covenant for fiscal quarters after the fiscal quarter in which such Cure Right was made and there shall not have been a breach of any covenant under Article VI of this Agreement by reason of having no longer included such Cure Amount in any basket during the relevant period.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01this Article 7, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day Section 6.12(b) as of the applicable end of any relevant fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdingsquarter, the Borrower and any Parent Entity shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is ten Business Days after the date on which the financial statements for such quarter were required to have been delivered in accordance with Section 5.01(b)), to issue Permitted Cure Securities Equity Interests for cash or otherwise receive cash contributions to the capital of its equity for such entities, 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 Equity Interests (the “Cure Amount”), pursuant the proceeds of which shall be required to prepay outstanding Term Loan Borrowings in accordance with Section 2.11(d), and thereupon the exercise of the Cure Right, the Financial Covenant Borrower’s compliance with Section 6.12(b) shall be recalculated giving effect to a the following pro forma adjustment by which EBITDA adjustments: (i) Revenue shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose purposes of measuring determining compliance with Section 6.12(b), including determining compliance with Section 6.12(b) as of the Financial Covenant end of such fiscal quarter and not for any other purpose under this Agreement, applicable subsequent periods that include such fiscal quarter by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, Amount and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of Section 6.12(b) shall be satisfied, then the Financial Covenant, the Borrower requirements of Section 6.12(b) shall be deemed to have satisfied the requirements of the Financial Covenant as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant Section 6.12(b) that had occurred shall be deemed cured for the purposes of this Agreement.. Notwithstanding anything herein to the contrary, (v) during the term of this Agreement, the Cure Right shall not be exercised more than two times, (w) the Cure Right shall not be exercised in consecutive fiscal quarters, (x) in each four fiscal quarter period there shall be a period of at least two fiscal quarter in which the Cure Right is not exercised, (y) the Cure Amount shall be no greater than the amount required for purposes of complying with 6.12

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements of the Financial Covenantfinancial covenant set forth in Section 6.11, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Covenant compliance with the financial covenant set forth in Section 6.11 is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the its capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower from Holdings (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure AmountSpecified Equity Contribution”), pursuant to the exercise of the Cure Right, the Financial Covenant ) such financial covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant such financial and not for any other purpose under this Agreement, by an amount equal to the Cure AmountSpecified Equity Contribution; providedprovided that, that (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least two fiscal quarters in which a the Cure Right is not exercised, exercised and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.037.02, the Cure Amount Specified Equity Contribution shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)financial covenant. If, after giving effect to the adjustments in this Section 7.037.02, the Borrower shall then be in compliance with the requirements of the Financial Covenantfinancial covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach or default of the Financial Covenant such financial covenant that had occurred shall be deemed cured for the this purposes of this the Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.019.01 or 9.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial Covenantfinancial covenant set forth in Section 8.10(a) at any time when ESI is required to comply with such financial covenant, from pursuant to the last day of the applicable fiscal quarter terms thereof, then (A) until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Covenant is relevant financial statements are required to be delivered pursuant to Section 5.04(c7.01 (a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Holdings, the Borrower and any Parent Entity ESI shall have the right to issue Permitted Cure Securities or obtain a contribution to its equity (which shall be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of such entities, 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 ESI of such cash (the “Cure Amount”), pursuant to the exercise ESI of the such Cure Right, the Financial Covenant calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 8.10(a) shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant financial covenant set forth in Section 8.10(a) and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of the Available Amount) or determining the Applicable Rate), by an amount equal to the Cure Amount; provided, provided that (i1) in each four consecutive the receipt by ESI of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness (including as unrestricted cash or Cash Equivalents of the Borrowers and the Restricted Subsidiaries) on a Pro Forma Basis for the applicable fiscal quarter period there shall be at least two fiscal quarters for which such Cure Amount was contributed for purposes of calculating the financial covenant set forth in which a Cure Right is not exercised, Section 8.10(a); (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 8.10(a), the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Covenant financial covenant set forth in Section 8.10(a) 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 breach or default of the Financial Covenant financial covenant set forth in Section 8.10(a) that had occurred shall be deemed cured for the purposes of this Agreement; and (iii) (B) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrowers intend to exercise the Cure Right in respect of a fiscal quarter, the 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 financial covenant set forth in Section 8.10(a), unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline. For the avoidance of doubt, the Borrower shall not be able to obtain any Credit Extension hereunder until receipt by the Administrative Agent of the Cure Amount. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement and (iii) for purposes of this Section 8.10(b), the Cure Amount utilized shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenant set forth in Section 8.10(a).

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Borrower Company fails (or, but for the operation of this Section 7.038.02, would fail) to comply with the requirements of the Financial CovenantSection 6.12, from the last day of the applicable fiscal quarter 6.13, 6.14 or 6.15 then, until the expiration of the 10th tenth Business Day subsequent to the date of the certificate calculating such Financial Covenant covenant is required to be delivered pursuant to Section 5.04(c), Holdingsthe Company may, at its option, cure such non-compliance by: (a) In the case of a failure to comply with Section 6.12, delivering additional property over which the Collateral Agent has a perfected, first priority Lien for the benefit of the Lenders and the other Secured Parties, which additional property shall be acceptable to the Required Lenders (it being understood that, in all events, cash shall be acceptable, and separate approval thereof from any Agent or Lender shall not be required) and following such delivery the Cure Collateral Fair Market Value of such additional property shall be added to the Value Component as of the date of measurement; and/or (b) In the case of a failure to comply with Section 6.12, ratably prepaying outstanding Term Loans (but only to the extent permitted as a voluntary prepayment under Section 2.10(a)), and following such prepayments, the Borrower and any Parent Entity total amount of such prepayments shall have be subtracted from the right Loan Component, as of the date of measurement; and/or (c) In the case of a failure to issue comply with Section 6.13, 6.14 or 6.15, issuing Permitted Cure Securities for cash or otherwise receive receiving cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Company (collectively, the “Cure Right”), and upon the receipt by the Borrower Company of such cash (the “Cure Amount”), ) pursuant to the exercise of the such Cure Right, (A) in the Financial Covenant case of Section 6.13, Free Liquidity shall be increased by the Cure Amount, as of the date of measurement, (B) in the case of Section 6.14, the Total Net Funded Debt shall be decreased by the Cure Amount, as of the date of measurement and (C) in the case of Section 6.15, the ratio of EBITDA to Consolidated Debt, as applicable, shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-four quarter period that contains includes such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, quarter by an amount equal to the Cure Amount; provided, that that, for purposes of complying with Section 6.15, (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least two one fiscal quarters quarter in which a the Cure Right is not exercised, exercised and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Section 6.15. If, (i) in case of a failure to comply with Section 6.12, after giving effect to the adjustments transactions in paragraphs (a) and/or (b) of this Section 7.038.02, the Borrower Company shall then be in compliance with the requirements of Section 6.12; and/or (ii) in case of a failure to comply with Section 6.13, after giving effect to the Financial Covenanttransactions in paragraph (c) of this Section 8.02, the Borrower Company shall then be in compliance with the requirements of Section 6.13; and/or (iii) in case of a failure to comply with Section 6.14, after giving effect to the transactions in paragraph (c) of this Section 8.02, the Company shall then be in compliance with the requirements of Section 6.14; and/or (iv) in case of a failure to comply with Section 6.15, after giving effect to the transactions in paragraph (c) of this Section 8.02, the Company shall then be in compliance with the requirements of Section 6.15, then in each case, the Company shall be deemed to have satisfied the requirements of the Financial Covenant relevant Section(s) 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 breach or default of the Financial Covenant such Section(s) that had occurred shall be deemed cured for the all purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Borrower fails of any Event of Default under any covenant set forth in Section 7.07, any cash equity contribution to Holdings (or, but for the operation funded with proceeds of this Section 7.03, would fail) to comply with the requirements common equity or other qualified equity from any equity holder as of the Financial Covenant, from Closing Date or any of their respective affiliates and co-investors) after the last day end of the applicable a fiscal quarter until the expiration of the 10th Business Day subsequent and on or prior to the date day that is 10 Business Days after the certificate calculating such Financial Covenant is day on which financial statements are required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash such fiscal quarter or otherwise receive cash contributions fiscal year that is contributed to the capital Company as common equity will, at the irrevocable election of the Company, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter subsequent period that contains includes such quarterfiscal quarter (any such equity contribution, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amounta “Specified Equity Contribution”); provided, provided that (ia) in each consecutive four consecutive fiscal quarter period there shall be at least no more than two fiscal quarters in which a Cure Right is not exercisedSpecified Equity Contributions made, (iib) a Cure Right shall not be exercised no more than five times Specified Equity Contributions shall be made during the term of the Revolving Credit Facilities, (iiic) for purposes the amount of this Section 7.03, the Cure Amount any Specified Equity Contribution shall be no greater than the amount required to cause the Company to be in compliance with the covenants set forth in Section 7.07, (d) all Specified Equity Contributions shall be disregarded for purposes of complying with determining any financial ratio-based conditions (other than the Financial Covenant covenants set forth in Section 7.07 themselves) or any baskets, (e) all Specified Equity Contributions shall be disregarded for purposes of cash that may be netted in any ratio-based test or condition, including the covenants set forth in Section 7.07 and (ivf) there shall be no pro forma or other reduction in Indebtedness with the proceeds of the exercise of the Cure Right any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter any covenants set forth in respect of which such Cure Right is exercised (either directly through prepayment Section 7.07 or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreementratio.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018, in the event that the Borrower Company fails (or, but for the operation of this Section 7.038.3, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings6.1, the Borrower Company and any Parent Entity Holdings shall have the right from (x) the date of commencement of a Financial Covenant Trigger Period at any time the Company is not in compliance with Section 6.1 as reflected in the most recently delivered Compliance Certificate or (y) the date of delivery of a Compliance Certificate during a Financial Covenant Trigger Period demonstrating that the Company is not in compliance with Section 6.1, in each case until ten (10) days thereafter, to issue Permitted Cure Securities for cash or otherwise receive cash equity contributions to the capital of such entitiesHoldings, and and, in each case, to contribute any such cash to the capital of the Borrower Company (collectively, the “Cure Right”), and upon the receipt by the Borrower Company of such cash (the “Cure Amount”), ) pursuant to the exercise by the Company or Holdings of the such Cure Right, the Financial Covenant Fixed Charge Coverage Ratio shall be recalculated giving effect to a pro forma adjustment by which increasing Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant Fixed Charge Coverage Ratio to determine compliance with Section 6.1 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that Amount (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the any Cure Amount shall be no greater than so included in the amount required for purposes calculation of complying with the Financial Covenant and Consolidated EBITDA, a “Specified Equity Contribution”). (ivb) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculation, the Borrower Company shall then be in compliance with the requirements of Section 6.1, then the Financial Covenant, the Borrower Company shall be deemed to have satisfied the requirements of the Financial Covenant Section 6.1 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 breach or default of the Financial Covenant Section 6.1 that had occurred shall be deemed cured for the purposes of compliance with Section 6.1 and for no other purpose. (c) To the extent a Test Period ended for which the Fixed Charge Coverage Ratio was initially recalculated as a result of a Cure Right, the Cure Amount shall be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Fixed Charge Coverage Ratio at the end of such Test Period and each quarterly Test Period ending within 11 months (or three fiscal quarters, as applicable) following the end of such Test Period. (d) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) for purposes of this Section 8.3, the Cure Amount shall be no greater than the amount required to cause the Company to comply with Section 6.1, determined at the time the Cure Right is exercised with respect to the period for which the Fixed Charge Coverage Ratio was initially recalculated as a result of a Cure Right, (iii) the Cure Amount shall be disregarded for all other purposes of this Agreement, including, determining any baskets with respect to the covenants contained in Section 6, and shall not result in any adjustment to any amounts other than the amount of Consolidated EBITDA as described in clause (a) above, and (iv) the Company or Holdings shall not exercise the Cure Right in excess of five instances over the term of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, but subject to the requirements in Section 7.02(b) below, in the event the Seller is not in compliance with the covenant described in clause (b) of the definition of Seller Financial Covenants as of any day of determination, no Event of Default shall be deemed to exist as a result of such non-compliance if the Seller receives a capital contribution, the proceeds of which shall be used to cause an increase in Consolidated EBITDA in an amount (such amount, the “Cure Amount”) necessary such that, if such proceeds had been received on the day of determination that gave rise to any noncompliance, the Borrower fails (orConsolidated EBITDA, but for the operation as calculated as of this Section 7.03such date, would fail) have been sufficient to comply with cause the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required Seller to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities in compliance with such clause (b) for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower period (collectively, the “Cure Right”); provided, that, such proceeds (i) are actually received by Seller and upon (ii) do not exceed the receipt by aggregate amount necessary to cure such non-compliance under such clause (b). The parties hereby acknowledge that this Section 7.02 may not be relied on for any purposes other than to demonstrate compliance with clause (b) of the Borrower definition of such cash Seller Financial Covenants for purposes of determining whether an Event of Default exists. (the “b) The Cure Amount”), pursuant Right is subject to the exercise following conditions: (i) the Seller may not effect a cure for (x) consecutive Fiscal Quarters or (y) more than two times during the period commencing on the Closing Date and ending on the Amortization Date; and (ii) any capital contribution made under Section 7.02(a) shall not be included for purposes of any calculation other than for determining compliance (for the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased Fiscal Quarter with respect to which such applicable quarter contribution is made and any four-quarter period that contains such quarter, solely for the purpose following three Fiscal Quarters) with clause (b) of measuring the definition of Seller Financial Covenant and not Covenants. To the extent the calculation of Consolidated EBITDA under clause (b) of the definition of Seller Financial Covenants is annualized as described in clauses (A) through (C) thereof, no Cure Amounts received by the Seller for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there applicable Fiscal Quarters shall be at least two fiscal quarters in which a Cure Right is not exercisedso annualized, (ii) a Cure Right but shall not only be exercised more than five times during the term of the Revolving Facilities, (iii) added to Consolidated EBITDA for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cashb) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had Consolidated EBITDA has been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreementannualized thereunder.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant set forth in Section 6.11, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Covenant the covenant set forth in Section 6.11 is required to be delivered pursuant to Section 5.04(c), Holdings, Holdings (prior to a Qualified IPO) and the U.S. Borrower and any Parent Entity (after a Qualified IPO) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesits capital, and and, in each casecase with respect to Holdings, to contribute any such cash to the capital of the U.S. Borrower (collectively, the “Cure Right”), and upon the receipt by the U.S. Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by Holdings or the U.S. Borrower of such Cure Right the Cure Right, the Financial Covenant covenant set forth in Section 6.11 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant covenant set forth in Section 6.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 6.11, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Covenant covenant set forth in Section 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 breach or default of the Financial Covenant covenant set forth in Section 6.11 that had occurred shall be deemed cured for the purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised and (b) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the covenant set forth in Section 6.11.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Borrower fails (or, but for the operation of this Section 7.038.02, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Required Financial Covenant is Statements are required to be delivered pursuant to Section 5.04(c)5.04(1) or (2) for the applicable fiscal quarter, Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesHoldings, and and, in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”)) and, and upon the receipt by the Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by Holdings of the such Cure Right, the Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) . The resulting increase to Consolidated EBITDA from the application of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial definition for any purpose under this Agreement other than for purposes of calculating the Financial Performance Covenant. In each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a the Cure Right is not exercised, (ii) a exercised and the Cure Right shall may not be exercised more than five times during the term of the Revolving Facilitiesthis Agreement and, (iii) for purposes of this Section 7.038.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.038.02, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant and any related default that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter Fiscal Quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitmentsunrestricted cash). If, after giving effect to the adjustments in this Section 7.03paragraph, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01Article VII, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the any Financial CovenantCovenant with respect to any fiscal quarter end, from the last day of the applicable such fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such Financial Covenant is required to be delivered pursuant to Section 5.04(c5.04(d), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash capital contributions to in the capital form of such entities, and in each case, to contribute any such cash to the capital of the Borrower common equity (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant ) and written notice to the exercise of the Cure RightAdministrative Agent, the such Financial Covenant Covenants for such period shall be recalculated giving effect to a pro forma adjustment by which increasing Consolidated EBITDA shall be increased with respect to by the amount of such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, provided that (ia) in each four consecutive four-fiscal quarter period period, there shall be at least two (2) fiscal quarters in which a the Cure Right is not exercised, (iib) a the Cure Right shall not may be exercised no more than five four (4) times during the term of the Revolving Facilitiesthis Agreement, (iiic) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying curing the non-compliance with such Financial Covenant, (d) the Financial Covenant and (iv) there Cure Amount shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining applied solely to determine compliance with the Financial Covenant Covenants in accordance with this Section 7.03, and shall be disregarded for the fiscal quarter in respect purpose of which such Cure Right is exercised (either directly through prepayment determining pricing, financial ratio-based conditions or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, any baskets with respect to the covenants set forth herein, (e) the Cure Right shall not result in any portion pro forma reduction of such Indebtedness for the purpose of calculating the Financial Covenants and (f) the Cure Amount that is received by the Borrower shall be used to repay prepay the Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Loans. If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the such Financial Covenant, then the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant 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 breach of or default of the Default with respect to such Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement. To the extent a fiscal quarter for which such Financial Covenant is recalculated as a result of a Cure Right is included in the calculation of a Financial Covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantfinancial covenant set forth in Section 7.11, from the last day of the applicable fiscal quarter then (A) until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Covenant is relevant financial statements are required to be delivered with respect to such fiscal quarter pursuant to Section 5.04(c6.01(a) or 6.01(b), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities common equity to Holdings for cash or otherwise receive cash contributions to the capital of such entities, 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 the Borrower of the such Cure Right, the Financial Covenant calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant financial covenant set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents) for such fiscal quarter of the Loan Parties or their Restricted Subsidiaries), by an amount equal to the Cure Amount; provided, provided that the receipt by the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (iincluding but not limited to determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents) in each four consecutive for such fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, of the Loan Parties or their Restricted Subsidiaries); and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 7.11, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant financial covenant set forth in 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 breach or default of the Financial Covenant financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement.; and

Right to Cure. In case of the happening of any of the following events (each, an “Event of Default”): (a) Notwithstanding anything to the contrary otherwise contained in Section 7.01this Article VII, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) any Event of Default with respect to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), Covenants and upon the receipt by of a Specified Equity Contribution within the Borrower of such cash (the “Cure Amount”)time period specified, pursuant and subject to the exercise satisfaction of the Cure Right, the Financial Covenant shall be recalculated giving effect other conditions with respect to a pro forma adjustment by which Specified Equity Contribution set forth in the definition thereof, Adjusted Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period Test Period that contains such quarterfiscal quarter by the amount of such Specified Equity Contribution (the “Cure Amount”), solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Section 6.09. If, after giving effect to the adjustments foregoing pro forma adjustment (without giving effect to any repayment of any Indebtedness with any portion of the Cure Amount or any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries, in this Section 7.03each case, with respect to such fiscal quarter only), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial CovenantSection 6.09, the Borrower they shall be deemed to have satisfied the requirements of the Financial Covenant been in compliance therewith 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 breach or default of the Financial Covenant 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 Adjusted Consolidated EBITDA in any determination of any financial ratio-based conditions, pricing or basket under Article VI (other than as applicable to Section 6.09) and (ii) no Lender or Issuing Bank shall be required to make any Loans or L/C Disbursements, as applicable, hereunder, if an Event of Default with respect to the Financial Covenants has occurred and is continuing during the ten 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 is actually received.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, but subject to the requirements in Section 7.02(b) below, in the event that HGV Borrower is not in compliance with any of the HGV Financial Covenants as of any day of determination, no Event of Default shall be deemed to exist as a result of such non-compliance if HGV Borrower fails receives a capital contribution, the proceeds of which shall be used to cause an increase in Consolidated EBITDA in an amount (orsuch amount, but for the operation “Cure Amount”) necessary such that, if such proceeds had been received on the day of this Section 7.03determination that gave rise to any noncompliance, the Consolidated EBITDA, as calculated as of such date, would fail) have been sufficient to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required cause HGV Borrower to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities in compliance with such HGV Financial Covenants for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower period (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that, such proceeds (i) are actually received by HGV Borrower and (ii) do not exceed the aggregate amount necessary to cure such non-compliance in respect of the HGV Financial Covenants for such period. The parties hereby acknowledge that this Section 7.02 may not be relied on for any purposes other than to demonstrate compliance with the HGV Financial Covenants for purposes of determining whether an Event of Default exists. (b) The Cure Right is subject to the following conditions: (i) in each period of four consecutive fiscal quarter period Fiscal Quarters, there shall be at least two fiscal quarters Fiscal Quarters in which no Cure Right has been exercised; (ii) HGV Borrower may not effect a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of period commencing on the Revolving Facilities, Original Closing Date and ending on the Final Collection Date; and (iii) any capital contribution made under Section 7.02(a) shall not be included for purposes of this Section 7.03, the Cure Amount shall be no greater any calculation other than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant (for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, Fiscal Quarter with respect to any portion of which such Cure Amount that contribution is used to repay Term Loans or to prepay Revolving Facility Loans to made and for the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance following three Fiscal Quarters) with the requirements of the HGV Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this AgreementCovenants.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0112.1(c)(ii), in the event that the Borrower Company fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant set forth in Section 11.1, from the last Company may deliver a Notice of Intent to Cure to the Administrative Agent (i) pursuant to Section 10.2(b) or (ii) on or before the first day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)Period, Holdingsand, in each case, the Borrower and any Parent Entity Company shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), at any time on or before the tenth day after the date such Notice of Intent to Cure is delivered, to issue Permitted Cure Securities to Revlon for cash or otherwise receive Capital Contributions in cash from Revlon, and upon the receipt by the Borrower Company of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in Section 11.1 shall be recalculated recalculated, giving effect to a pro forma increase to EBITDA in accordance with the definition thereof for the fiscal quarter for which such Cure Right was exercised in an amount equal to such Cure Amount (and such increase shall be included in each period that includes such fiscal quarter); provided, however, that such pro forma adjustment by which to EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring determining the Financial Covenant existence of a Default or an Event of Default under the covenant set forth in Section 11.1 with respect to any period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Loan Document. (b) If, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of after the exercise of the Cure Right for determining compliance with and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Casha) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03above, the Borrower Company shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 11.1 for such fiscal quarter, the Borrower Company shall be deemed to have satisfied the requirements of the Financial Covenant covenant set forth in Section 11.1 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 breach Default or default Event of the Financial Covenant Default under Section 12.1(c)(ii) that had occurred shall be deemed cured cured; provided, however, that (i) the Company may not exercise the Cure Right more than two times in any four fiscal quarter period, (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Company to be in compliance with Section 11.1 and (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the covenant in Section 11.1 for the purposes of this Agreementperiod with respect to which such Cure Amount applies.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Parent fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant under Section 6.12 at the end of any fiscal quarter, from the last day of the applicable fiscal quarter until the expiration of the 10th twelfth (12th) Business Day subsequent to the date the certificate calculating such Financial Covenant Compliance Certificate is required to be delivered pursuant to Section 5.04(c5.01(c), Holdingsin respect of the period ending on the last day of such quarter, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for net cash proceeds of any common equity contribution made, directly or otherwise receive cash contributions indirectly to the capital Parent, or any net cash proceeds of any issuance of Qualified Equity Interests of the Parent, in each case during such fiscal quarter then ended for which the Parent has failed to comply with Section 6.12 and/or following the end of such entitiesfiscal quarter and on or prior to such 12th Business Day, and in each case, to contribute any such cash case in an aggregate amount equal to the capital amount necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrower be included in the calculation of Consolidated EBITDA for purposes of determining compliance with such covenant (collectively, the “Cure Right”), and upon the receipt earlier of (x) the delivery by the Borrower of written notice to the Administrative Agent that it intends to exercise the Cure Right hereunder (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 are received 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 Section 6.12 is less than the full amount of any originally designated amount) and (y) receipt by the Parent of such cash proceeds (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant such covenant shall be recalculated giving effect to a the following pro forma adjustment by statements: (i) solely for purpose of determining the existence of an Event of Default under Section 6.12, Consolidated EBITDA for the fiscal quarter of the Parent for which EBITDA such certificate is required to be delivered shall be increased with respect by an amount equal to the Cure Amount, and such applicable increase shall be effective for all periods that include the fiscal quarter and any four-quarter period that contains of the Parent for which such quarter, solely for the purpose of measuring the Financial Covenant Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this foregoing recalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount when calculating compliance with Section 7.036.12 at the end of such (but no other) fiscal quarter), the Borrower Parent shall then be in compliance with the requirements of the Financial Covenantcovenant under Section 6.12 at the end of such fiscal quarter, the Borrower Parent shall be deemed to have satisfied the requirements of the Financial Covenant covenant under Section 6.12 as of the relevant date last day of determination such fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default Default or Event of Default of the Financial Covenant covenant under Section 6.12 that had occurred shall be deemed cured for this purpose under this Agreement and the other Loan Documents (other than for purposes of this AgreementSection 4.02(b)) if the Borrower has delivered written notice pursuant to clause (x) above); provided that if the Cure Amount is not received by the Parent prior to such 12th Business Day, such Default or Event of Default shall be deemed reinstated. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period of the Parent there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five (5) times prior to the Revolving Maturity Date, (iii) the Cure Amount shall not exceed the amount required to cause the Parent to be in compliance with the covenant under Section 6.12; and (iv) neither the Administrative Agent nor any Lender or Secured Party shall exercise any remedy (including acceleration) under the Loan Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 6.12 until after the Parent’s ability to cure has lapsed and the Parent has not exercised the Cure Right.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Borrower fails (or, but for the operation of this Section 7.038.03, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day 20th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesHoldings, and 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 the Borrower of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least two one fiscal quarters quarter in which a the Cure Right is not exercised, exercised and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.038.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.03paragraph (b), the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the this purposes of this the Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantany financial covenants set forth in Section 6.10, from the last day of the applicable fiscal quarter until the expiration of the 10th 15th Business Day subsequent to the date the certificate calculating compliance with such Financial Covenant financial covenant is required to be delivered pursuant to Section 5.04(c5.01(d), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesHoldings, 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 and written notice to the Cure RightAdministrative Agent, the Financial Covenant all financial covenants shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant financial covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenantall financial covenants set forth in Section 6.10, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant Section 6.10 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 breach or default Default of the Financial Covenant such financial covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (iii) The Cure Amount shall be included additionally in the amount of Consolidated EBITDA for the period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised for purposes of calculating the financial covenants and not for any other purpose under this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters 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 quarters during which the Cure Right is not exercised and (iii) for purposes of this Section 8.04, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with financial covenants set forth in Section 6.10.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Borrower Company fails (or, but for the operation of this Section 7.038.02, would fail) to comply with the requirements of the Financial CovenantSection 6.12, from the last day of the applicable fiscal quarter 6.13, 6.14 or 6.15 then, until the expiration of the 10th tenth Business Day subsequent to the date of the certificate calculating such Financial Covenant covenant is required to be delivered pursuant to Section 5.04(c), Holdingsthe Company may, at its option, cure such non-compliance by: (a) In the case of a failure to comply with Section 6.12, delivering additional property over which the Collateral Agent has a perfected, first priority Lien for the benefit of the Lenders and the other Secured Parties, which additional property shall be acceptable to the Required Lenders (it being understood that, in all events, cash shall be acceptable, and separate approval thereof from any Agent or Lender shall not be required) and following such delivery the Cure Collateral Fair Market Value of such additional property shall be added to the Value Component as of the date of measurement; and/or (b) In the case of a failure to comply with Section 6.12, ratably prepaying (x) outstanding Term Loans (but only to the extent permitted as a voluntary prepayment under Section 2.10(a)) and (y) Revolving Facility Credit Exposure, (which, with respect to any issued but undrawn Letters of Credit, shall mean cash collateralizing such Letters of Credit in the manner provided in Section 2.05(j)), and following such prepayments, the Borrower and any Parent Entity total amount of such prepayments shall have be subtracted from the right Loan Component, as of the date of measurement; and/or (c) In the case of a failure to issue comply with Section 6.13, 6.14 or 6.15, issuing Permitted Cure Securities for cash or otherwise receive receiving cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Company (collectively, the “Cure Right”), and upon the receipt by the Borrower Company of such cash (the “Cure Amount”), ) pursuant to the exercise of the such Cure Right, (A) in the Financial Covenant case of Section 6.13, Free Liquidity shall be increased by the Cure Amount, as of the date of measurement, (B) in the case of Section 6.14, the Total Net Funded Debt shall be decreased by the Cure Amount, as of the date of measurement and (C) in the case of Section 6.15, the ratio of EBITDA to Consolidated Debt, as applicable, shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-four quarter period that contains includes such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, quarter by an amount equal to the Cure Amount; provided, that that, for purposes of complying with Section 6.15, (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least two one fiscal quarters quarter in which a the Cure Right is not exercised, exercised and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Section 6.15. If, (i) in case of a failure to comply with Section 6.12, after giving effect to the adjustments transactions in paragraphs (a) and/or (b) of this Section 7.038.02, the Borrower Company shall then be in compliance with the requirements of Section 6.12; and/or (ii) in case of a failure to comply with Section 6.13, after giving effect to the Financial Covenanttransactions in paragraph (c) of this Section 8.02, the Borrower Company shall then be in compliance with the requirements of Section 6.13; and/or (iii) in case of a failure to comply with Section 6.14, after giving effect to the transactions in paragraph (c) of this Section 8.02, the Company shall then be in compliance with the requirements of Section 6.14; and/or (iv) in case of a failure to comply with Section 6.15, after giving effect to the transactions in paragraph (c) of this Section 8.02, the Company shall then be in compliance with the requirements of Section 6.15, then in each case, the Company shall be deemed to have satisfied the requirements of the Financial Covenant relevant Section(s) 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 breach or default of the Financial Covenant such Section(s) that had occurred shall be deemed cured for the all purposes of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date on which an Availability Trigger Event occurs during any applicable quarter that causes the certificate calculating such U.S. Borrower to fail to comply with the requirements of the Financial Covenant is required to be delivered pursuant to Section 5.04(c)Performance Covenant, Holdings, the Borrower and any Parent Entity and the U.S. Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesits capital, and and, in each casecase with respect to any Parent Entity, to contribute any such cash to the capital of the U.S. Borrower (collectively, the “Cure Right”), and upon the receipt by the U.S. Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise of the such Cure Right, the Financial Performance Covenant shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the U.S. Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the all purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more frequently than seven times during the term of this Agreement, and (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Borrower Company fails (or, but for the operation of this Section 7.038.02, would fail) to comply with the requirements of the Financial CovenantSection 6.12, from the last day of the applicable fiscal quarter 6.13, 6.14 or 6.15 then, until the expiration of the 10th tenth Business Day subsequent to the date of the certificate calculating such Financial Covenant covenant is required to be delivered pursuant to Section 5.04(c), Holdingsthe Company may, at its option, cure such non-compliance by: (a) In the case of a failure to comply with Section 6.12, delivering additional property over which the Collateral Agent has a perfected, first priority Lien for the benefit of the Lenders and the other Secured Parties, which additional property shall be acceptable to the Required Lenders (it being understood that, in all events, cash shall be acceptable, and separate approval thereof from any Agent or Lender shall not be required) and following such delivery the Cure Collateral Fair Market Value of such additional property shall be added to the Value Component as of the date of measurement; and/or (b) In the case of a failure to comply with Section 6.12, ratably prepaying (x) outstanding Term Loans (but only to the extent permitted as a voluntary prepayment under Section 2.11(a)) and (y) Revolving Facility Credit Exposure, (which, with respect to any issued but undrawn Letters of Credit, shall mean cash collateralizing such Letters of Credit in the manner provided in Section 2.05(j)), and following such prepayments, the Borrower and any Parent Entity total amount of such prepayments shall have be subtracted from the right Loan Component, as of the date of measurement; and/or (c) In the case of a failure to issue comply with Section 6.13, 6.14 or 6.15, issuing Permitted Cure Securities for cash or otherwise receive receiving cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Company (collectively, the “Cure Right”), and upon the receipt by the Borrower Company of such cash (the “Cure Amount”), ) pursuant to the exercise of the such Cure Right, (A) in the Financial Covenant case of Section 6.13, Free Liquidity shall be increased by the Cure Amount, as of the date of measurement, (B) in the case of Section 6.14, the Total Net Funded Debt shall be decreased by the Cure Amount, as of the date of measurement and (C) in the case of Section 6.15, the ratio of EBITDA to Consolidated Debt, as applicable, shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-four quarter period that contains includes such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, quarter by an amount equal to the Cure Amount; provided, that that, for purposes of complying with Section 6.15, (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least two one fiscal quarters quarter in which a the Cure Right is not exercised, exercised and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Section 6.15. If, (i) in case of a failure to comply with Section 6.12, after giving effect to the adjustments transactions in paragraphs (a) and/or (b) of this Section 7.038.02, the Borrower Company shall then be in compliance with the requirements of Section 6.12; and/or (ii) in case of a failure to comply with Section 6.13, after giving effect to the Financial Covenanttransactions in paragraph (c) of this Section 8.02, the Borrower Company shall then be in compliance with the requirements of Section 6.13; and/or (iii) in case of a failure to comply with Section 6.14, after giving effect to the transactions in paragraph (c) of this Section 8.02, the Company shall then be in compliance with the requirements of Section 6.14; and/or (iv) in case of a failure to comply with Section 6.15, after giving effect to the transactions in paragraph (c) of this Section 8.02, the Company shall then be in compliance with the requirements of Section 6.15, then in each case, the Company shall be deemed to have satisfied the requirements of the Financial Covenant relevant Section(s) 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 breach or default of the Financial Covenant such Section(s) that had occurred shall be deemed cured for the all purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day 20th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdingsany Parent Entity, Holdings and/or the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesany Parent Entity, and Holdings and/or the Borrower (and, with respect to Holdings or any Parent Entity, 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 any Parent Entity, Holdings and/or the Borrower of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least two one fiscal quarters quarter in which a the Cure Right is not exercised, exercised and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.03paragraph, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the this purposes of this the Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in In the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from Section 9.01(a) or Section 9.01(b) as of the last day of the applicable any fiscal quarter until of the expiration Borrower, then during the period from and including the first day after the last day of such fiscal quarter through and including the 10th Business Day subsequent to after the date the compliance certificate calculating for such Financial Covenant fiscal quarter is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of 8.01(c) (such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectivelyperiod, the “Cure RightPeriod”), and upon the receipt Borrower shall be permitted to cure such failure to comply by requesting that the Leverage Ratio and/or the Current Ratio be recalculated by increasing EBITDA and/or the consolidated current assets for such fiscal quarter by an amount up to the cash proceeds received by the Borrower of from a Specified Equity Contribution during the Cure Period (such cash (the amount, a “Cure Amount”), pursuant ; provided that (i) the Borrower delivers written notice to the exercise Administrative Agent on or prior to the date of a timely delivered certificate required by Section 8.01(c) that it has elected to cure the failure to comply and clearly setting forth such Specified Equity Contribution in the computation required by clause (ii) of such Section 8.01(c); (ii) the amount of the Cure RightAmount added to EBITDA and/or the consolidated current assets shall not be greater than the amount required to cause the Borrower to be in compliance with Section 9.01(a) or Section 9.01(b), as applicable; (iii) any such increase pursuant to this Section 9.01(c) to EBITDA and/or the Financial Covenant consolidated current assets for any fiscal quarter shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, applied solely for the purpose of measuring determining compliance or non-compliance with Section 9.01(a) or Section 9.01(b) as of the Financial Covenant last day of any Reference Period that includes such fiscal quarter and not for any other purpose under this Agreement, by an amount equal to any Loan Document (including any determination of pro forma compliance with the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during Leverage Ratio for the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and making any Restricted Payment or Investment or any other purpose); (iv) (A) there shall be no pro forma reduction more than two fiscal quarters during any period of four consecutive fiscal quarters for which the Borrower cures any Leverage Ratio or Current Ratio default by an equity cure and (B) there shall be no more than five fiscal quarters prior to the Maturity Date for which the Borrower cures any Leverage Ratio or Current Ratio default by an equity cure; (v) such increase in Indebtedness EBITDA and/or consolidated current assets shall be taken into account in calculating the Leverage Ratio or Current Ratio for any Reference Period that includes the last fiscal quarter of the four quarter period with respect to which such cure right was exercised; (vi) Total Net Debt as of the last day of any fiscal quarter for which the foregoing cure right is exercised shall not be deemed reduced by the amount of any Specified Equity Contribution made with respect to such fiscal quarter (even if the proceeds of such Specified Equity Contribution are actually used to repay Debt); (vii) for any period during which EBITDA is calculated on an annualized basis in accordance with the exercise definition thereof, any Cure Amount shall be taken into account after multiplying EBITDA by the applicable annualization factor for such fiscal quarter (i.e. the Cure Amount shall not be annualized); and (viii) the same dollars of the Cure Right for determining compliance Amount may not be applied to both increase EBITDA and increase consolidated current assets if the Borrower elects to cure the failure to comply with both Section 9.01(a) and Section 9.01(b) in the Financial Covenant for the same fiscal quarter in respect of which (i.e. separate Cure Amounts shall be required for each such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitmentscure). If, If after giving effect to the adjustments in this Section 7.03foregoing recalculation, the Borrower shall would then be in compliance with the requirements of the Financial CovenantSection 9.01(a) or Section 9.01(b), as applicable, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant Section 9.01(a) or Section 9.01(b), as applicable, as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant such covenant that had occurred shall be deemed cured for the purposes purpose of this AgreementAgreement and the other Loan Documents. Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 10.02, the other Loan Documents or applicable law prior to the end of the applicable Cure Period solely on the basis of an Event of Default having occurred and continuing under Section 9.01(a) or Section 9.01(b) (except to the extent that the Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution); provided that no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the Cure Period unless the Borrower shall have received the Cure Amount.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in (a) In the event that the U.S. Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant set forth in Section 6.07 and, from the last day of the applicable fiscal quarter until the expiration of the 10th within ten (10) Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities Days thereof if (i) Holdings issues Equity Interests (other than Disqualified Equity Interests) for cash or otherwise receive cash contributions to the capital on account of such entities, and in each case, to contribute any such cash to the capital of the Borrower its existing Equity Interests (collectively, the “Cure RightSpecified Equity Contribution”), ) and upon the receipt by the Borrower of net cash proceeds from such cash issuance or contribution (the “Cure Amount”) are contributed to the U.S. Borrower) and (ii) upon the receipt by the U.S. Borrower of such Cure Amount, the Loans are prepaid in an amount equal to the Cure Amount pursuant to Section 2.14(f), pursuant to the exercise of the Cure Rightthen, the Financial Covenant covenant set forth in such Section 6.07 shall be recalculated recalculated, giving effect to a pro forma increase to Consolidated Adjusted EBITDA for such four fiscal quarter period in an amount equal to the Cure Amount, but without giving effect to such prepayment of Loans. Any such pro forma adjustment by which to Consolidated Adjusted EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, provided solely for the purpose of measuring determining the Financial Covenant existence of a Default or an Event of Default under the covenant set forth in Section 6.07 with respect to any four fiscal quarter period that includes the fiscal quarter for which such Specified Equity Contribution was exercised (and with respect to each such fiscal quarter, such prepayment shall not be given effect) and not for any other purpose under this Agreementany Loan Document. (b) If, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of after the exercise of the Cure Right for determining compliance with Specified Equity Contribution and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Casha) (other thanabove, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower Holdings shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 6.07 during such four fiscal quarter period, the Borrower Holdings shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 8.01 that had occurred shall be deemed cured cured; provided that during the term of this Agreement (i) the Specified Equity Contribution shall be exercised in no more than two (2) Fiscal Quarters in each four consecutive fiscal quarter period, (ii) the Specified Equity Contribution shall be exercised no more than four (4) times, (iii) with respect to any exercise of the Specified Equity Contribution, the Cure Amount shall be no greater than the amount required to cause Holdings to be in compliance with the covenant set forth in Section 6.07, (iv) such Specified Equity Contribution may only be exercised from the date on which financial statements are required to be delivered with respect to the then-applicable fiscal quarter until the expiration of the tenth Business Day after such date, (v) other than for purposes of Section 3.02, no Event of Default under Section 6.07 shall be deemed to have occurred until the aforementioned tenth Business Day occurs without exercise of the Specified Equity Contribution, (vi) the increase to Consolidated Adjusted EBITDA represented by the exercise of the Specified Equity Contribution shall be solely for the purposes purpose of curing the failure to comply with the financial covenant set forth in Section 6.07 and not for any other purpose, including the calculation of determining pricing, financial ratio based conditions or any basket amount or exception otherwise set forth in this Agreement, (vii) the proceeds of any such Specified Equity Contribution shall have been contributed to the U.S. Borrower as cash equity and (viii) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 6.07 in the quarter in which such Specified Equity Contribution is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Intermediate Holdings and its Subsidiaries fail to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesHoldings, and and, in each case, to contribute any such cash to the capital of the Borrower any of Intermediate Holdings and its Subsidiaries (collectively, the “Cure Right”), and upon the receipt by the Borrower such person of such cash (the “Cure Amount”), ) pursuant to the exercise by Holdings of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a the following pro forma adjustment by which adjustment: (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing pro forma adjustment, the Borrower Intermediate Holdings and its Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Intermediate Holdings and its Subsidiaries shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant 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 and (ii) for purposes of this AgreementSection 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Borrowers fails (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter if any, until the expiration of the 10th Business Day 20th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c) (the “Cure Deadline”), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 the Borrower of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-four quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this AgreementAgreement (including for purposes of calculating any basket or threshold under any covenant), by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal quarter period there shall be at least two one fiscal quarters quarter in which a the Cure Right is not exercised, (ii) a the Cure Right shall not be exercised more than five (5) times during prior to the term of the Revolving Facilities, Termination Date and (iii) for purposes of this Section 7.037.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.03exercise of the Cure Right and receipt by the Borrower of the Cure Amount, the Borrower shall then be is in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement. Upon delivery to the Administrative Agent by the Borrower of written notice that it intends to exercise the Cure Right under this Section 7.02, any Event of Default under Section 7.01(d) in respect of a failure to observe or perform the Financial Performance Covenant shall retroactively be deemed not to have occurred; provided that the Borrower shall not be permitted to borrow Revolving Loans or make any application for an L/C Credit Extension unless and until (x) the Cure Amount shall have been received by the Borrower prior to the Cure Deadline or (y) such Event of Default shall have been waived in accordance with the terms of this Agreement; provided, further, that, upon the earlier to occur of the Cure Deadline if the Borrower has not received the necessary Cure Amount at such time and the date on which the Administrative Agent is notified that the necessary Cure Amount will not be received by the Borrower (in each case, a “Cure Failure”), unless such Event of Default shall have been waived in accordance with the terms of this Agreement, such Event of Default shall be deemed reinstated retroactive to the date on which the Event of Default first existed. So long as the Borrower is entitled to exercise the Cure Right pursuant to the foregoing terms and provisions of this Section 7.02, and unless and until a Cure Failure occurs, neither the Administrative Agent nor any Lender shall impose default interest, accelerate the Obligations, terminate the Revolving Loan Commitment or exercise any enforcement remedy against any Loan Party or any of its Subsidiaries or any of their respective properties solely on the basis of such financial covenant Event of Default. Upon delivery to the Administrative Agent by the Borrower of written notice that it intends to exercise its rights under this Section 7.02, any Default or Event of Default, as the cased may be, under Section 7.01(d) solely in respect of a failure to observe or perform the covenant contained in Section 6.10 shall retroactively be deemed not to have occurred.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Dutch Borrower fails (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements Financial Performance Covenant as of the Financial Covenant, from the last day of the applicable any fiscal quarter in which the Financial Performance Covenant is required to be tested pursuant to Section 6.10, at any time after such last day until the expiration of the 10th day that is ten (10) Business Day subsequent to Days after the date the certificate calculating the Financial Performance Covenant for such Financial Covenant fiscal quarter is required to be delivered pursuant to Section 5.04(c)) or, Holdingsif earlier, on the Borrower and date on which such certificate is delivered, Parent, any Parent Entity and/or Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesDutch Borrower, 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 which cash shall be contributed as common equity to Dutch Borrower of (such cash (contributed amount, the “Cure Amount”), pursuant to the exercise of the Cure Right, the such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which increasing EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this AgreementAgreement (including any “baskets”, the Cumulative Credit, Excluded Contribution or the Pricing Grid), by an amount equal to the Cure Amount; providedprovided that, that (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least no more than two fiscal quarters in which a the Cure Right is not exercised, (ii) a Cure Right shall not be exercised no more than five times Cure Rights will be exercised in the aggregate during the term of the Revolving Facilitiesthis Agreement, (iii) for purposes of this Section 7.037.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and Performance Covenant, (iv) no Lender shall be required to make any Borrowing or L/C Credit Extension during the ten (10) Business Day period referred to above unless Dutch Borrower has received the Cure Amount and (v) for the avoidance of doubt, in recalculating the Financial Performance Covenant by increasing EBITDA as set forth above, there shall be no pro forma effect given to any reduction in of Indebtedness with the proceeds Cure Amount in such recalculation of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.03paragraph, the Dutch Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Dutch Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Borrower Holdings fails (or, but for the operation of this Section 7.038.02, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Required Financial Covenant is Statements are required to be delivered pursuant to Section 5.04(c)5.04(1) or (2) for the applicable fiscal quarter, Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Holdings (collectively, the “Cure Right”)) and, and upon the receipt by the Borrower Holdings of such cash (the “Cure Amount”), ) pursuant to the exercise by Holdings of the such Cure Right, the Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; providedAmount (for the avoidance of doubt, it being understood that there shall be no pro forma or other reduction in indebtedness (i) including by way of netting of cash)). The resulting increase to Consolidated EBITDA from the application of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial definition for any purpose under this Agreement other than for purposes of calculating the Financial Performance Covenant. In each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a the Cure Right is not exercised, (ii) a exercised and the Cure Right shall may not be exercised more than five times during the term of the Revolving Facilitiesthis Agreement and, (iii) for purposes of this Section 7.038.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.038.02, the Borrower Holdings shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Holdings shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant and any related Default that had occurred shall be deemed cured for the purposes of this Agreement. After Holdings has delivered a notice to the Administrative Agent to exercise the Cure Right, no extension of credit may be made under the Revolving Facility unless and until the Cure Amount is received by Holdings or the applicable Default of the Financial Performance Covenant is waived pursuant to this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in this Section 7.016.8, in the event that any Credit Party would otherwise be in default of any financial covenant set forth in this Section 6.8, until the Borrower fails (or10th day subsequent to delivery of the related Compliance Certificate, NewPageHoldCo shall have the right, but for the operation of this Section 7.03, would failin any event no more than (i) to comply with the requirements of the Financial Covenant, two (2) times in any twelve-month period and (ii) four (4) times from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent Closing Date to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)of determination, Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, NewPageHoldCo (which proceeds and in each case, to contribute any such cash contributions will be contributed to the common equity capital of NewPageCo), in either case in an aggregate amount equal to the Borrower lesser of (a) the amount necessary to cure the relevant failure to comply with all the applicable financial covenants and (b) $25,000,000, (collectively, the “Cure Right”), and upon the receipt by the Borrower NewPageCo of such cash (the “Cure Amount”), ) pursuant to the exercise of the such Cure Right, the Financial Covenant Right such financial covenants shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated Adjusted EBITDA shall be increased increased, in accordance with respect to such applicable quarter and any four-quarter period that contains such quarterthe definition thereof, solely for the purpose of measuring the Financial Covenant financial covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, ; (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Credit Parties shall then be in compliance with the requirements of the Financial Covenantall financial covenants set forth in this Section 6.8, the Borrower Credit Parties shall be deemed to have satisfied the requirements of the Financial Covenant thereof 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 breach or default of the Financial Covenant that thereof which had occurred shall be deemed cured for the all purposes of this the Agreement; and (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Leverage Ratio or the Total Leverage Ratio for the period with respect to which such Compliance Certificate applies.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements of the Financial Covenantcovenants contained in Sections 6.11 and 6.12, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Covenant covenants is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 or any of its Subsidiaries of such cash (the “Cure Amount”), ) pursuant to the exercise by the Borrower or any of the its Subsidiaries of such Cure Right, the Financial Covenant Right such covenants shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant compliance with such covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided. Notwithstanding anything herein to the contrary, that (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least two fiscal quarters in which a the Cure Right is not exercised, (ii) a the Borrower may not exercise the Cure Right shall not be exercised on more than five times during four occasions from the term of Funding Date until the Revolving FacilitiesTerm Loan Maturity Date, (iii) for purposes of this Section 7.037.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant covenants contained in Sections 6.11 and 6.12 and (iv) there shall be no pro forma reduction in Indebtedness with upon the proceeds Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise of the Cure Right for determining compliance with (a “Notice of Intent to Cure”), until the Financial Covenant for 10th day following the fiscal quarter date of delivery of the certificate calculating the covenants contained in respect of Sections 6.11 and 6.12 to which such Notice of Intent to Cure Right is exercised (either directly through prepayment or indirectly as a result relates, none of the netting of Unrestricted Cash) (other than, for future periods, with respect Agents nor any Lender shall exercise the right to any portion of such Cure Amount that is used to repay Term accelerate the Loans or terminate the Commitments and none of the Administrative Agent, the Collateral Agent nor any other Lender or Secured Party shall exercise any right to prepay Revolving Facility Loans to foreclose on or take possession of the extent accompanied by permanent reductions in Revolving Facility Commitments)Collateral solely on the basis of an Event of Default having occurred and being continuing under Sections 6.11 and 6.12. If, after giving effect to the adjustments in this Section 7.037.02, the Borrower shall then be in compliance with the requirements of the Financial CovenantSections 6.11 and 6.12, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant Sections 6.11 and 6.12 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 breach or default of the Financial Covenant Sections 6.11 and 6.12 that had occurred shall be deemed cured for the this purposes of this the Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Parent Borrower fails (or, but for the operation of this Section 7.038.02, would fail) to comply with the requirements of the Financial Performance Covenant, from as of the last day of the applicable any fiscal quarter quarter, at any time after such last day until the expiration of the 10th Business Day subsequent to day that is 10 days after the date the certificate calculating the Financial Performance Covenant for such Financial Covenant fiscal quarter is required to be delivered pursuant to Section 5.04(c)6.04, Holdings, Holdings or the Parent Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Parent Borrower (collectively, the “Cure Right”), and upon which cash shall be contributed as common equity to the receipt by the Parent Borrower of (such cash (contributed amount, the “Cure Amount”), pursuant to the exercise of the Cure Right, the such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which increasing Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, Agreement by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive four-fiscal quarter period there shall be at least no more than two fiscal quarters in which a the Cure Right is not exercised, (ii) a no more than four Cure Right shall not Rights will be exercised more than five times in the aggregate during the term of the Revolving Facilitiesthis Agreement, (iii) for purposes of this Section 7.038.02, the Cure Amount that is given effect shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and (iv) for the avoidance of doubt, in recalculating the Financial Performance Covenant by increasing Consolidated EBITDA as set forth above, there shall be no pro forma effect given to any reduction in of Indebtedness with the proceeds Cure Amount in such recalculation of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.03paragraph, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Borrowers shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01this Article 7, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day Section 6.12(b) as of the applicable end of any relevant fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdingsquarter, the Borrower and any Parent Entity shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is ten Business Days after the date on which the financial statements for such quarter were required to have been delivered in accordance with Section 5.01(b)), to issue Permitted Cure Securities Equity Interests for cash or otherwise receive cash contributions to the capital of its equity for such entities, 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 Equity Interests (the “Cure Amount”), pursuant the proceeds of which shall be required to prepay outstanding Term Loan Borrowings in accordance with Section 2.11(d), and thereupon the exercise of the Cure Right, the Financial Covenant Borrower’s compliance with Section 6.12(b) shall be recalculated giving effect to a the following pro forma adjustment by which EBITDA adjustments: (i) Revenue shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose purposes of measuring determining compliance with Section 6.12(b), including determining compliance with Section 6.12(b) as of the Financial Covenant end of such fiscal quarter and not for any other purpose under this Agreement, applicable subsequent periods that include such fiscal quarter by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, Amount and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of Section 6.12(b) shall be satisfied, then the Financial Covenant, the Borrower requirements of Section 6.12(b) shall be deemed to have satisfied the requirements of the Financial Covenant as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant Section 6.12(b) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (v) during the term of this Agreement, the Cure Right shall not be exercised more than two times, (w) the Cure Right shall not be exercised in consecutive fiscal quarters, (x) in each four fiscal quarter period there shall be a period of at least two fiscal quarter in which the Cure Right is not exercised, (y) the Cure Amount shall be no greater than the amount required for purposes of complying with 6.12(b) for the applicable fiscal quarter and (z) no Event of Default may arise under Section 6.12(b) until the earlier of (A) the 10th Business Day after the day on which the relevant financial statements are required to be delivered (unless the Cure Right has been exercised two times in the applicable four consecutive fiscal quarter period), and then only to the extent the Cure Amount has not been received on or prior to such date and (B) the date (if any) on which the Borrower delivers notice to the Administrative Agent that the Cure Right with respect to such breach will not be exercised.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements of the Financial Performance Covenant, from the last first day of the applicable fiscal quarter and until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c) (the “Cure Expiration Date”), Holdings, the Borrower and any Parent Entity and/or the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesany Parent Entity and/or the Borrower (and, and with respect to any Parent Entity, in each case, to contribute any such cash to the capital of the Borrower Borrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by any Parent Entity and/or the Borrower of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.037.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and Performance Covenant, (iv) the Cure Amount shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained in this Agreement and shall not be included in the calculation of the Cumulative Credit, (v) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Performance Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cashunrestricted cash) and (other thanvi) no Revolving Facility Lender or L/C Issuer shall be required to fund any Revolving Facility Loan or issue any Letter of Credit, as applicable, during the period from delivery of written notice of the Borrower’s intention to exercise its Cure Right for future periods, with respect to any portion of the applicable fiscal quarter until the date the Borrower exercises such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Right for such fiscal quarter. If, after giving effect to the adjustments in this Section 7.037.02, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01(b), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements requirement of the Financial Covenant, from Holdings or any other Person designated by the Borrowers shall have the right (1) at any time during the period beginning at the start of the last day fiscal quarter of the applicable fiscal quarter until Measurement Period and ending on or prior to the expiration of the 10th tenth (10th) Business Day subsequent after the date on which financial statements with respect to the date the certificate calculating Measurement Period in which such Financial Covenant covenant is being measured are required to be delivered pursuant to Section 5.04(c6.01 or (2) within ten (10) Business Day after the beginning of a Covenant Compliance Event (such later date, the “Cure Deadline”), Holdings, to make a direct or indirect equity investment in the Lead Borrower and in cash in the form of common Equity Interests (or any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions other form reasonably acceptable to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Agent) (collectively, the “Cure Right”), and upon the receipt by the Lead Borrower of such net cash proceeds pursuant to the exercise of the Cure Right (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated recalculated, giving effect to a pro forma increase to Consolidated EBITDA for such Measurement Period in an amount equal to such Cure Amount; provided that such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring determining the existence of a Default or an Event of Default under the Financial Covenant with respect to any Measurement Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Loan Document. (b) If, by an amount equal to after the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise receipt of the Cure Right for determining compliance with Amounts and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash2) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03above, the Borrower Borrowers shall then be in compliance with the requirements of the Financial CovenantCovenant during such Measurement Period, the Borrower Borrowers shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant Default that had occurred shall be deemed cured cured; provided that (i) the Cure Right may be exercised on no more than five (5) occasions, (ii) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Cure Right is exercised, (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrowers to be in pro forma compliance with the Financial Covenant (such amount, the “Necessary Cure Amount”) (provided that if the Cure Right is exercised prior to the date financial statements are required to be delivered for such fiscal quarter then the Cure Amount shall be equal to the amount reasonably determined by the Lead Borrower in good faith that is required for purposes of complying with the Financial Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (3) below, all Cure Amounts shall be disregarded for purposes of determining any baskets or financial ratio calculations (other than with respect to the Financial Covenant), with respect to the covenants contained in the Loan Documents and (v) there shall be no pro forma or other reduction in Indebtedness (by netting or otherwise) with the proceeds of any Cure Amount for determining compliance with the Financial Covenant for the fiscal quarter for which such Cure Amount is deemed applied unless such proceeds are actually applied to prepay Indebtedness. (c) Notwithstanding anything herein to the contrary, (A) to the extent that the Expected Cure Amount is (i) greater than the Necessary Cure Amount, then such difference may be used for the purposes of determining any baskets (other than any previously contributed Cure Amounts), with respect to the covenants contained in the Loan Documents and (ii) less than the Necessary Cure Amount, then not later than the applicable Cure Deadline, the Lead Borrower must receive a direct or indirect equity investment in cash in the form of common Equity Interests (or other forms reasonably acceptable to the Agent), which cash proceeds received by Lead Borrower shall be equal to the shortfall between such Expected Cure Amount and such Necessary Cure Amount and (B) prior to the Cure Deadline (x) the Lenders shall not be permitted to exercise any rights then available as a result of an Event of Default under Section 8.02 on the basis of a breach of the Financial Covenant so as to enable the Borrowers to consummate their Cure Rights as permitted under this AgreementSection 8.04 and (y) the Lenders shall not be required to make any Credit Extension unless and until the Lead Borrower has received the Cure Amount required to cause the Borrowers to be in compliance with the Financial Covenant.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the later of (x) the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, 5.04(d) and (y) the date an Availability Triggering Event occurs during any applicable quarter that causes the Borrower to fail to comply with the requirements of the Financial Performance Covenant, Holdings and any Parent Entity the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to and, in the capital case of such entities, and in each caseHoldings, 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 or the Borrower of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a the Cure Right is not exercised, (ii) a the Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, and (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.03paragraph (b), the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.. 152 QDI – A&R Credit Agreement (2014)

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from Performance Covenant as of the last day of any fiscal quarter, then from the applicable first day of such fiscal quarter until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Performance Covenant for such fiscal quarter is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity and/or Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesany Parent Entity and/or Holdings and, and in each case, to contribute any such cash, or other cash on the balance sheet of Holdings on or prior to the closing of the Exchange Transactions, up to $11.5 million, to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash as a contribution to the common equity of the Borrower (the “Cure Amount”), ) pursuant to the exercise by any Parent Entity and/or Holdings of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) there shall be no more than five exercises of the Cure Right in the aggregate and in each four consecutive fiscal four-fiscal-quarter period there shall be at least two fiscal quarters in which a the Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, except in the case of cash on the balance sheet of Holdings on or prior to the closing of the Exchange Transactions, up to $11.5 million, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and Performance Covenant, (iviii) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly Senior Secured Debt as a result of the netting any exercise of Unrestricted Cash) a Cure Right (other than, for future periods, including with respect to the up to $11.5 million contributed from any portion Parent Entity and/or Holdings to the capital of such the Borrower as described above) and (iv) the Cure Amount that is used shall not increase any “basket” set forth herein or constitute the basis for any other exception to repay Term Loans any restriction on making Investments, Restricted Payments or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)prepayments of Junior Debt. If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial Covenant at any time when the Borrowers are required to comply with such Financial Covenant, pursuant to the terms thereof, then (A) from the last day end of the applicable most recently ended fiscal quarter of the Lux Borrower until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Covenant is relevant financial statements are required to be delivered pursuant to Section 5.04(cSections 6.01 (a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”) to issue common Equity Interests for cash and contribute the proceeds therefrom in the form of common Equity Interests or in another form reasonably acceptable to the Administrative Agent to the Lux Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) (“Cure Equity”), and upon the receipt by the Lux Borrower of such cash (the “Cure Amount”), pursuant to the exercise by the Borrowers of the such Cure Right, the calculation of Consolidated EBITDA as used in the Financial Covenant shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant for the applicable Test Period and each subsequent Test Period containing such fiscal quarter and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of amounts available under clause (c) of the first paragraph of Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate), by an amount equal to the Cure Amount; provided, provided that (i1) in each four consecutive fiscal quarter period there the receipt by the Lux Borrower of the Cure Amount pursuant to the Cure Right shall be at least two fiscal quarters in which deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the Financial Covenant or calculating the First Lien Net Leverage Ratio, or the Total Net Leverage Ratio, nor shall any Cure Right is not exercised, Amount held by any Borrower Party qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties” for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Covenant, the Borrower Borrowers shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred (and any other Default as a result thereof, including the failure to meet any condition requiring no Default or Event of Default based solely on the basis of any actual or purported Event of Default under the Financial Covenant) shall be deemed cured for the purposes of this Agreement.; and

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in (i) In the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements Section 9.01(a), Section 9.01(b) and/or 0 as of the Financial Covenant, from the last day of any fiscal quarter, then during the applicable period from the first day after the last day of such fiscal quarter until the expiration of the 10th fifteenth (15th) Business Day subsequent following the earlier of (x) the required date for delivery or (y) the actual date of delivery of financial statements with respect to such fiscal quarter or the date fiscal year ending on the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital last day of such entities, and in each case, to contribute any fiscal quarter (such cash to the capital of the Borrower (collectivelyperiod, the “Cure RightPeriod”), and upon the receipt by the Borrower shall be permitted to cure such failure to comply as follows: (A) with respect to a failure to comply with Section 9.01(b), with a Specified Equity Contribution, in which case the Current Ratio as of the last day of such cash fiscal quarter shall be recalculated by increasing Current Assets by an amount not to exceed the amount of such Specified Equity Contribution; and (the “Cure Amount”B) with respect to a failure to comply with Section 9.01(a) and/or 9.01(c), pursuant to the exercise by making an optional prepayment of the Cure RightLoans, in which case the Financial Covenant Total Net Leverage Ratio and/or the Asset Coverage Ratio, as applicable, shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to the reduction in the outstanding amount of the Loans as if such applicable quarter and any four-quarter period that contains prepayment occurred on the last day of such fiscal quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, . (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 9.01(a), Section 9.01(b) and/or 0, as applicable, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant each such applicable financial covenant as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant any such covenant that had occurred shall be deemed cured for the purposes of this Agreement and the other Loan Documents. (iii) To the extent the Borrower elects to cure any failure to comply with Section 9.01(b) with a Specified Equity Contribution, the Borrower may, in its sole discretion, use all or a portion of such proceeds to make an optional prepayment of the Loans, and such prepayment shall not be subject to the Applicable Prepayment Premium (a “Current Ratio Cure Prepayment”); provided that (x) the Borrower may not make more than one (1) Current Ratio Cure Prepayment during the term of this Agreement and (y) the amount of any Current Ratio Cure Prepayment shall not exceed $20,000,000. (iv) Notwithstanding anything herein to the contrary, (A) the amount of any prepayment of Loans made pursuant to Section 9.01(d)(i)(B) shall not be greater than the ​ ​ amount required for purposes of complying with the Total Net Leverage Ratio and/or the Asset Coverage Ratio, and such prepayment shall not be subject to the Applicable Prepayment Premium; (B) the Borrower may not exercise the cure rights described in this Section 9.01(d) more than (x) twice in any period of four consecutive fiscal quarters or (y) four times in the aggregate during the term of this Agreement; and (C) subject to the provisions of this Section 9.01(d) and the definition of “Specified Additional Capital”, all Specified Equity Contributions and the use of proceeds therefrom shall be disregarded for purposes of determining any financial ratio-based conditions or tests, or any available basket, provided, for the avoidance of doubt, any Specified Equity Contributions (1) which are actually applied to repay Indebtedness shall be taken into account for the purpose of measuring financial covenant performance of the Borrower with respect to any future fiscal quarter periods and/or (2) which remain on the balance sheet of the Borrower and its Subsidiaries as of the end of any future fiscal quarter period shall be treated as a Current Asset for purposes of measuring the Current Ratio with respect to such fiscal quarter period.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.019.01 or 9.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial Covenantfinancial covenant set forth in Section 8.10(a) at any time when PSP is required to comply with such financial covenant, from pursuant to the last day of the applicable fiscal quarter terms thereof, then (A) until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Covenant is relevant financial statements are required to be delivered pursuant to Section 5.04(c7.01 (a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Holdings, the Borrower and any Parent Entity PSP shall have the right to issue Permitted Cure Securities or obtain a contribution to its equity (which shall be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) for cash or otherwise receive and contribute the proceeds therefrom to Holdings in the form of cash contributions to the capital of such entities, common equity and in each case, Holdings shall be permitted to contribute any such the proceeds therefrom to MacDermid in the form of cash to the capital of the Borrower common equity (collectively, the “Cure Right”), and upon the receipt by the Borrower MacDermid of such cash (the “Cure Amount”), pursuant to the exercise by MacDermid of the such Cure Right, the Financial Covenant calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 8.10(a) shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant financial covenant set forth in Section 8.10(a) and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of the Available Amount) or determining the Applicable Rate), by an amount equal to the Cure Amount; provided, provided that (i1) in each four consecutive the receipt by MacDermid of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness (including as “unrestricted cash or Cash Equivalents” of the Borrowers and their Restricted Subsidiaries) on a Pro Forma Basis for the applicable fiscal quarter period there shall be at least two fiscal quarters for which such Cure Amount was contributed for purposes of calculating the financial covenant set forth in which a Cure Right is not exercised, Section 8.10(a); and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 8.10(a), the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Covenant financial covenant set forth in Section 8.10(a) 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 breach or default of the Financial Covenant financial covenant set forth in Section 8.10(a) that had occurred shall be deemed cured for the purposes of this Agreement; and (iii) (B) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrowers intend to exercise the Cure Right in respect of a fiscal quarter, the 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 financial covenant set forth in Section 8.10(a), unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than four fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement and (iii) for purposes of this Section 8.10(b), the Cure Amount utilized shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenant set forth in Section 8.10(a).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.017.01(d), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial Covenantcovenant set forth in Section 6.12 for any period, from the last day of the applicable fiscal quarter until the expiration of (1) with respect to a breach of such covenant that occurs on the 10th Business Day subsequent first day of the Covenant Trigger Period, the date that is 10 days after such date or (2) otherwise, the tenth (10th) day after the date on which financial statements with respect to the date relevant period for which the certificate calculating such Financial Covenant Fixed Charge Coverage Ratio is being measured are required to be delivered pursuant to Section 5.04(c5.01(c) (the “Cure Period”), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for obtain a cash equity contribution (funded with proceeds of Equity Interests that are not Disqualified Stock issued by Holdings or otherwise receive cash contributions other equity issued by Holdings having terms reasonably acceptable to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of such net cash (the “Cure Amount”), proceeds pursuant to the exercise of the Cure RightRight (including through the capital contribution of any such net cash proceeds to Holdings, the Financial Covenant “Specified Equity Contribution”), the Fixed Charge Coverage Ratio shall be recalculated recalculated, giving effect to a pro forma increase to EBITDA for such period in an amount equal to such net cash proceeds; provided that such pro forma adjustment by which to EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, made solely for the purpose of measuring determining the Financial Covenant existence of a Default or an Event of Default under the covenant set forth in Section 6.12 with respect to any period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amountany Loan Document; provided, further, that until the expiration of the Cure Period, (i) in each four consecutive fiscal quarter period there neither the Administrative Agent nor any Lender shall be at least two fiscal quarters in which have the right to exercise any remedies against the Loan Parties or any Collateral as a result of the occurrence and continuance of an Event of Default under Section 7.01(d) arising from the failure to comply with Section 6.12, and then only if a Cure Right to remedy such Event of Default is not exercised, available at such time under Section 7.02(b) and (ii) a Cure Right no Borrower shall not be exercised more than five times during have the term of the Revolving Facilitiesright to any Borrowings. (b) If, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of after the exercise of the Cure Right for determining compliance with and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Casha) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03above, the Borrower Loan Parties shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 6.12 (including for purposes of Section 4.02), the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 7.01(d) that had occurred shall be deemed cured for cured; provided that (i) in each four fiscal quarter period, there shall be at least two fiscal quarters in which the purposes Cure Right is not exercised, (ii) there shall be no more than five Specified Equity Contributions during the term of this Agreement, (iii) with respect to any exercise of the Cure Right, the Specified Equity Contribution shall be no greater than the amount required to cause the Borrowers to be in compliance with the covenant set forth in Section 6.12 and (iv) all Specified Equity Contributions will be disregarded for purposes of determining the availability of any baskets or carve-outs with respect to the covenants contained in Article VI hereof or for any other purpose.

Right to Cure. (A) Notwithstanding anything to the contrary contained in Section 7.0110.07(a), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Company shall fail to comply with the requirements of the Financial Covenantsuch Section 10.07(a) in respect of any Test Period, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the due date for delivery of the financial statements and related compliance certificate calculating for such Financial Covenant is required to be delivered Test Period pursuant to Section 5.04(c9.01(b) or 9.01(c), Holdingsas the case may be, and Section 9.01(f), the Borrower and any Parent Entity Credit Parties shall have the right to issue Permitted Cure Securities to their direct or indirect parent companies shares of their Equity Interests permitted to be issued hereunder for cash or otherwise receive from any direct or indirect parent company of any Credit Party cash common contributions to its capital (which, or the capital cash proceeds of such entitieswhich, and in each case, to contribute any such cash shall be contributed to the capital Company). Subject to the limitations set forth in clause (b)(B) below, such amounts shall be added to Consolidated EBITDA for the last fiscal month of the Borrower (collectively, Company for the “Cure Right”), applicable Test Period and upon the receipt by the Borrower then solely for purposes of determining compliance with Section 10.07(a) for such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter Test Period and any four-quarter period that contains subsequent Test Period which includes such quarter, solely for the purpose of measuring the Financial Covenant fiscal month and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that Agreement (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) including for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no calculations testing pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter financial covenant set forth in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted CashSection 10.07(a) (other than, for future periods, whether in connection with respect to any portion of such Cure Amount that is used to repay Term Loans the Payment Conditions or to prepay Revolving Facility Loans to otherwise) or the extent accompanied by permanent reductions in Revolving Facility CommitmentsTotal Leverage Ratio). If, If after giving effect to the adjustments in this Section 7.03foregoing recalculation, the Borrower Company shall then be in compliance with the requirements of Section 10.07(a) for the Financial Covenantapplicable Test Period, then the Borrower Company shall be deemed to have satisfied the requirements of the Financial Covenant Section 10.07(a) 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 breach or default Event of the Financial Covenant that Default which had occurred as a result of such failure shall be deemed cured for the all purposes of this Agreementthe Credit Documents. (B) Notwithstanding anything herein to the contrary, (i) in no event shall the Credit Parties be entitled to exercise the right described in clause (b)(A) above (x) more than twice in any twelve-month period or (y) more than four times in the aggregate, (ii) any cash contribution or issuance of stock described in clause (b)(A) above shall be permitted in an unlimited amount; provided, that, the amount added to Consolidated EBITDA for such fiscal month shall be no greater than the amount required to cause the Company to be in compliance with Section 10.07(a) for the applicable Test Period and (iii) to the extent that any cash proceeds received in connection with any exercise of the right described in clause (b)(A) above is used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Fixed Charge Coverage Ratio or the Total Leverage Ratio for the period with respect to which such compliance certificate applies or any other compliance certificate including such period or the fiscal month in respect of which such Consolidated EBITDA has been so increased.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.1, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantfinancial covenant set forth in Section 7.1 at any time when the Borrower is required to comply with such financial covenant pursuant to the terms thereof, from then (A) after the last day end of the applicable most recently ended fiscal quarter of the Borrower until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Covenant is relevant financial statements are required to be delivered pursuant to Section 5.04(c6.1(a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Holdings, Holdings or the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities Qualified Capital Stock for cash or otherwise receive cash capital contributions and, in each case for Holdings, contribute the proceeds therefrom in the form of Qualified Capital Stock to the capital of such entities, and in each case, Borrower or obtain a contribution to contribute any such cash to the capital of the Borrower its equity (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise by Holdings or the Borrower of the such Cure Right, the Financial Covenant calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.1 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA for such fiscal quarter (and for any subsequent period that includes such fiscal quarter) shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant financial covenant set forth in Section 7.1 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Margin), by an amount equal to the Cure Amount; providedprovided that no Cure Amount shall reduce Indebtedness on an actual or a pro forma basis for any Test Period including the applicable period for purposes of calculating the financial covenant set forth in Section 7.1, that (i) in each four consecutive fiscal quarter period there nor shall be at least two fiscal quarters in which a any Cure Right is not exercised, Amount held by the Borrower qualify as cash or Cash Equivalents for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 7.1, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant financial covenant set forth in Section 7.1 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 breach or default of the Financial Covenant financial covenant set forth in Section 7.1 that had occurred shall be deemed cured for the all purposes of this Agreement; and (B) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower or Holdings intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them, to terminate the Revolving Commitments held by them or to exercise remedies against the Collateral or any other remedies on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 7.1, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline; provided, no Revolving Lender or Swingline Lender shall be required to make a Loan; no Local Fronting Lender shall be required to make a Local Loan; no Issuing Lender shall be required to issue, extend, amend, renew or otherwise modify a Letter of Credit and no Local Fronting Lender shall be required to create, extend, amend, renew or otherwise modify an Acceptance, in each case, during such standstill period until the Borrower has exercised its Cure Right and contributed the Cure Amount in accordance with this Section 8.02(a). (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the Cure Right is exercised during the term of the Facilities and (iii) for purposes of this Section 8.2, the Cure Amount utilized shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenant set forth in Section 7.1.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Holdings fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last first day following the end of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower ): (a) [Reserved]; (b) Holdings and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the either Borrower (collectively, the “Cure Right”), and upon the receipt by the such Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised or for determining compliance with the Financial Covenant for any subsequent Test Period on which such fiscal quarter is included (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cashunrestricted cash) (other than, for other future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03paragraph (b), the Borrower Borrowers shall then be in compliance with the requirements of the Financial Covenant, the Borrower Borrowers shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.019.1, in the event that the Borrower anticipates that it will not be able to comply or fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantany covenant set forth in Sections 8.22(a) and (b), from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to on or before the date the on which a certificate calculating such Financial Covenant of an Authorized Representative certifying compliance with Sections 8.22(a) and (b) is required to be delivered pursuant to Section 5.04(c8.5(j), Holdings, the Borrower may, subject to Section 9.7(b), notify the Administrative Agent that it intends to exercise its Cure Right (as defined below) (each such notice, a “Cure Notice”), and if the Borrower has given a Cure Notice then the Lenders shall not exercise their remedies with respect to Sections 8.22(a) and (b), as applicable, provided that within 20 Business Days after the date the Cure Notice is given, the Borrower shall issue common and/or preferred stock to any Parent Entity shall have Person other than the right to issue Permitted Cure Securities Borrower or a Subsidiary for cash or otherwise receive cash contributions to the capital of such entitiescontributions, and in each case, to contribute any such cash on terms and conditions acceptable to the capital Administrative Agent in an aggregate amount equal to the amount necessary to cure the relevant failure to comply with Sections 8.22(a) and (b) by means of the Borrower repayment of Total Funded Debt (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by the Borrower of such Cure Right and the application within such 20 Business Day period of the Cure RightAmount to the payment of Loans and Reimbursement Obligations outstanding hereunder, the Financial Covenant covenants in Sections 8.22(a) and (b) shall be recalculated giving effect to a the following pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that adjustments: (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than deemed to have been applied to the amount required for purposes payment of complying with the Financial Covenant Loans and Reimbursement Obligations hereunder (ivx) there shall be no pro forma reduction in Indebtedness with the proceeds as of the exercise last day of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of for which such a Cure Right is has been exercised (either directly through prepayment or indirectly as a result in the case of the netting Total Leverage Ratio contained in Section 8.22(a) and (y) as of Unrestricted Cashthe first day of the four consecutive fiscal quarters of the Borrower ended on the last day of the fiscal quarter for which a Cure Right has been exercised in the case of the Fixed Charge Coverage Ratio contained in Section 8.22(b); and (ii) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, if after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenant, Section 8.22(a) and (b) the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant Section 8.22 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 breach or default of the Financial Covenant covenants in Section 8.22 that had occurred shall be deemed cured for the purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, if the Borrower exercises the Cure Right in more than two quarters in any four-quarter period, the Revolving Credit Commitments shall be permanently reduced without any action by the Borrower, the Administrative Agent or any Lender by an amount equal to the aggregate amount of all proceeds of equity received by the Borrower in connection with the exercise of such Cure Right, and each Lender’s Revolving Credit Commitment shall be reduced by its Revolver Percentage of such reduction.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Section 7.018, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial CovenantSection 6.6, from the last day of the applicable fiscal quarter until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Covenant compliance is required to be delivered pursuant to Section 5.04(c5.1(c) (the period from such failure to comply to such tenth Business Day, the “Cure Period”), Holdings, the Borrower and any Parent Entity Borrowers shall have the right to issue common stock or Permitted Cure Securities Subordinated Indebtedness for cash cash, or otherwise receive cash contributions to the capital of such entities, and in each case, the Borrowers (including pursuant to contribute any such cash to the capital of the Borrower Permitted Subordinated Indebtedness transactions) (collectively, the “Cure Right”), and upon the receipt by the Borrower Borrowers of such cash in an amount sufficient to cure such failure (the “Cure Amount”), ) pursuant to the exercise by Borrowers of the such Cure Right, compliance with the Financial Covenant covenants set forth in Section 6.6 shall be recalculated giving effect to a the following pro forma adjustment by which EBITDA adjustments: (i) Borrower Cash Flow shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant compliance with Section 6.6 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the Financial CovenantSection 6.6, the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Covenant Section 6.6 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 breach or default of the Financial Covenant Section 6.6 that had occurred shall be deemed cured for the purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (a) such Cure Right may not be exercised more than two (2) times in any twelve month period, (b) the Cure Amount shall be no greater than the amount required for purposes of complying, on a pro forma basis, with Section 6.6 as of the relevant date of determination, (c) no more than five (5) Cure Rights may be exercised in the aggregate and (d) Section 8.2 may not be relied on for, and the Cure Amount received and the use of proceeds thereof shall be disregarded for, all purposes of this Agreement (except as expressly set forth in Section 8.2(a)), including for determining any financial ratio-based terms (including pricing) or conditions and any increase to any available basket under this Agreement or calculating compliance with any of the financial covenants or tests hereunder. Any amount contributed or raised as a Cure Amount shall be immediately applied as described in Section 2.12 and may then be reborrowed subject to the provisions of Section 3.2 (while giving effect to such Cure Amount for purposes of determining compliance with Section 6.6 in connection with such Loan). For the avoidance of doubt, nothing in this Section 8.2 shall preclude any Credit Party or Restricted Company Operating Subsidiary from issuing Permitted Subordinated Indebtedness or common stock in excess of the Cure Amount. Any amount contributed, raised or issued in excess of the Cure Amount may be applied as otherwise permitted under the Financing Documents.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.019, in the event that the Borrower Holdings fails (or, but for the operation of this Section 7.039.3, would fail) to comply with the requirements of Section 7.1, Holdings shall have the Financial Covenant, from the last day of right during the applicable fiscal quarter until and/or from the expiration date of the 10th Business Day subsequent delivery of a Notice of Intent to Cure with respect to the date fiscal quarter most recently ended for which financial results have been provided under Sections 6.1(a) or (b) until ten (10) Business Days after the certificate calculating end of such Financial Covenant is required to be delivered pursuant to Section 5.04(cfiscal quarter (the “Cure Period”), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the equity capital of such entitiesHoldings, and and, in each case, to contribute any such cash to the equity capital of the Top Borrower (collectively, the “Cure Right”), and upon the receipt by the Top Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by Holdings of the such Cure Right, the Financial Covenant Total First Lien Net Leverage Ratio shall be recalculated giving effect to by increasing Consolidated EBITDA (solely for purposes of compliance with Section 7.1) on a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, Pro Forma Basis solely for the purpose of measuring the Financial Covenant Total First Lien Net Leverage Ratio and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that . (ib) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Holdings shall then be in compliance with the requirements of the Financial CovenantSection 7.1, the Borrower then Holdings shall be deemed to have satisfied the requirements of the Financial Covenant Section 7.1 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 breach or default of the Financial Covenant Section 7.1 that had occurred shall be deemed cured for the purposes of this Agreement. (c) To the extent a fiscal quarter ended for which the Total First Lien Net Leverage Ratio was initially recalculated as a result of a Cure Right and such fiscal quarter is included in the calculation of the Total First Lien Net Leverage Ratio in a subsequent fiscal quarter, the Cure Amount shall be included in Consolidated EBITDA of such initial fiscal quarter. (d) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) for purposes of this Section 9.3, the Cure Amount shall be no greater than the amount required for purposes of complying with the Total First Lien Net Leverage Ratio, determined at the time the Cure Right is exercised with respect to the fiscal quarter ended for which the Total First Lien Net Leverage Ratio was initially recalculated as a result of a Cure Right, (iii) the Cure Amount shall be disregarded for all other purposes of this Agreement, including, determining any baskets with respect to the covenants contained in Section 7, and shall not result in any adjustment to any amounts other than the amount of Consolidated EBITDA as described in clauses (a) and (c) above, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Amount for the fiscal quarter in respect of which the Cure Right is exercised for purposes of determining compliance with Section 7.1; provided that such Cure Amount shall reduce Indebtedness in future fiscal quarters to the extent used to prepay any applicable Indebtedness, (v) Holdings shall not exercise the Cure Right in excess of five instances over the term of this Agreement and (vi) no Revolving Lender or Issuing Lender shall be required to make any Revolving Loans or issue, amend, modify, renew or extend any Letter of Credit hereunder if a violation of Section 7.1 has occurred and is continuing until the expiration of the 10 Business Day period during which Holdings may exercise a Cure Right, unless and until the Cure Amount is actually received.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.019, in the event that the Initial Borrower fails (or, but for the operation of this Section 7.039.4, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings7.1, the Initial Borrower and any Parent Entity Holdings shall have the right during the applicable fiscal quarter, and/or from the date of delivery of a Notice of Intent to Cure with respect to the fiscal quarter most recently ended for which financial results have been provided under Sections 6.1(a) or (b) until ten (10) Business Days thereafter, to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the equity capital of such entitiesHoldings, and and, in each case, to contribute any such cash to the capital of the Initial Borrower (collectively, the “Cure Right”), and upon the receipt by the Initial Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by the Initial Borrower or Holdings of the such Cure Right, the Financial Covenant Total First Lien Net Leverage Ratio shall be recalculated giving effect to by increasing Consolidated EBITDA (solely for purposes of compliance with Section 7.1) on a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, Pro Forma Basis solely for the purpose of measuring the Financial Covenant Total First Lien Net Leverage Ratio and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that . (ib) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Initial Borrower shall then be in compliance with the requirements of Section 7.1, then the Financial Covenant, the Initial Borrower shall be deemed to have satisfied the requirements of the Financial Covenant Section 7.1 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 breach or default of the Financial Covenant Section 7.1 that had occurred shall be deemed cured for the purposes of this Agreement. (c) To the extent a fiscal quarter ended for which the Total First Lien Net Leverage Ratio was initially recalculated as a result of a Cure Right and such fiscal quarter is included in the calculation of the Total First Lien Net Leverage Ratio in a subsequent fiscal quarter, the Cure Amount shall be included in Consolidated EBITDA of such initial fiscal quarter. (a) Notwithstanding anything herein to the contrary, (i) in each four fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) for purposes of this Section 9.4, the Cure Amount shall be no greater than the amount required for purposes of complying with the Total First Lien Net Leverage Ratio, determined at the time the Cure Right is exercised with respect to the fiscal quarter ended for which the Total First Lien Net Leverage Ratio was initially recalculated as a result of a Cure Right, (iii) the Cure Amount shall be disregarded for all other purposes of this Agreement, including, determining any baskets with respect to the covenants contained in Section 7, and shall not result in any adjustment to any amounts other than the amount of Consolidated EBITDA as described in clause (a) above, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Amount for the fiscal quarter immediately preceding the fiscal quarter in which the Cure Right is exercised for purposes of determining compliance with Section 7.1, (v) the Initial Borrower or Holdings shall not exercise the Cure Right in excess of five instances over the term of this Agreement and (vi) no Revolving Lender or Issuing Lender shall be required to make any Revolving Loans or issue any Letter of Credit hereunder if a violation of Section 7.1 has occurred and is continuing until the expiration of the 10 Business Day period during which Holdings may exercise a Cure Right, unless and until the Cure Amount is actually received.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity and/or the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesany Parent Entity and/or the Borrower (and, and with respect to any Parent Entity, in each case, to contribute any such cash to the capital of the Borrower Borrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by any Parent Entity and/or the Borrower of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.037.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant Performance Covenant, (iv) the Cure Amount shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained in this Agreement and shall not be included in the calculation of the Cumulative Credit and (ivv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Performance Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitmentsunrestricted cash). If, after giving effect to the adjustments in this Section 7.037.02, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter Fiscal Quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c): (a) Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and, in each case, to contribute any such cash to the capital of the Borrower to directly or indirectly apply such proceeds, including via the Cash Collateralization of outstanding Letters of Credit in the manner set forth in Section 2.05(j), to reduce the Revolving Facility Credit Exposure to an amount such that after giving effect to such reduction, the Testing Condition would not be satisfied, and upon the application of such proceeds, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of the Agreement; and/or (b) Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cashunrestricted cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03paragraph (b), the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything If a Matured Default occurs as a result of non-compliance with one or more of the financial covenants set forth in Sections 9.16 and 9.18 with respect to the contrary contained in Section 7.01any fiscal quarter, in the event that the Borrower fails may engage in an Equity Cure Issuance and apply the amount of the Equity Cure Proceeds as an addition to EBITDA (or, but for the operation of this Section 7.03, would fail) to comply with the requirements amount so applied to be treated for purposes of the Financial CovenantSections 9.16 and/or 9.18, from as applicable, as if such application had been made on the last day of the applicable respective fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(cfor which there has been a non-compliance), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (a) such Equity Cure Proceeds are actually received by the Borrower and applied to EBITDA no later than the tenth (10th) day following the earlier of (i) the date of delivery of the financial statements with respect to such fiscal period or (ii) the date on which the financial statements are required to be delivered under Section 9.1 (without regard to any cure periods applicable thereto) with respect to such fiscal period, (b) in each four consecutive (4) fiscal quarter period period, there shall be at least two a period of three (3) fiscal quarters in which a no Equity Cure Right Issuance is not exercisedmade, (iic) a only two Equity Cure Right shall not Issuances may be exercised more than five times made during the term of the Revolving Facilitiesthis Agreement, and (iiid) this Section 11.3 shall not be relied on for purposes of this Section 7.03, calculating any financial ratios other those set forth in Sections 9.16 and 9.18 and the Equity Cure Amount Issuance shall be no greater than disregarded for all other purposes, including, without limitation, determination of the amount required Applicable Margin and for purposes of complying determining availability of any baskets with respect to the Financial Covenant covenants contained in this Agreement. The Agent and the Lenders agree that from the date of delivery by the Borrower of notice of its intent to exercise its equity cure rights under this Section 11.3 (ivbut only if such notice is provided on or before the financial statements are required to be delivered under Section 9.1 (without regard to any cure periods applicable thereto) there shall be no pro forma reduction in Indebtedness with respect to such fiscal quarter) until the proceeds date that is ten (10) days following the earlier of (i) the date of delivery of the financial statements with respect to such fiscal period or (ii) the date on which the financial statements are required to be delivered under Section 9.1 (without regard to any cure periods applicable thereto) with respect to such fiscal quarter, neither the Agent nor any Lender shall exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment any rights or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, remedies with respect to any portion of Matured Default addressed in such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreementnotice.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant set forth in Section 6.10, from during the last period beginning on the first day of following the applicable fiscal quarter (i.e., the last fiscal quarter in the period of non-compliance with the covenant set forth in Section 6.10) until the expiration of the 10th Business Day 15th day subsequent to the date the certificate calculating such Financial Covenant is required Compliance Certificate to be delivered pursuant to Section 5.04(c) for such fiscal quarter is required to be delivered (the “Cure Date”), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted use cash proceeds of any equity contribution (in the form of Qualified Capital Stock) to Holdings during such period (any such equity contribution to Holdings to exercise the Cure Securities for cash Right pursuant to this Section, a “Cure Contribution”) or otherwise receive cash contributions any issuance of Equity Interests by Holdings (other than any issuance of Disqualified Stock) during such period (any such Equity Interests issued by Holdings to exercise the capital of such entitiesCure Right pursuant to this Section, and “Cure Securities”) to make an equity contribution to, or purchase equity of, the Borrower in each case, to contribute any such cash to in the capital form of the Borrower Qualified Capital Stock (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 and written request to the Cure RightAdministrative Agent to effect such recalculation, the Financial Covenant covenant set forth in Section 6.10 shall be recalculated giving effect to a the following pro forma adjustment by which EBITDA adjustments: (i) Consolidated Revenue shall be increased with respect to for such applicable fiscal quarter (and any fourfour fiscal quarter-quarter period that contains includes such fiscal quarter), solely for the purpose of measuring the Financial Covenant covenant set forth in Section 6.10 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 6.10, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant covenant set forth in Section 6.10 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 breach or default of the Financial Covenant covenant set forth in Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement. (b) Notwithstanding anything herein to the contrary (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right may be exercised no more than four times, (iii) the Cure Amount shall be no greater than the amount required for purposes of causing the Borrower to comply with the covenant set forth in Section 6.10, (iv) subject to Section 2.11(j), the proceeds of a Cure Contribution or Cure Securities shall be used to prepay the outstanding Initial Term Loans, 2016 Term Loans and 2016 Acquisition Term Loans (and, with respect to any Incremental Loans, only to the extent agreed pursuant to Section 2.23(d)(iv)) on a pro rata basis (and, in each case and notwithstanding anything to the contrary in this Agreement, such prepayment shall not be subject to the Applicable Prepayment Premium) and the Loans shall be deemed repaid for the purposes of recalculating the covenant set forth in Section 6.10. (c) Upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day subsequent to the date of required delivery of the related Compliance Certificate delivered pursuant to Section 5.04(c) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate payment of the Loans or terminate or suspend the Commitments nor take any other remedy pursuant to Section 7.01 or otherwise and neither the Collateral Agent nor any other Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an allegation of an Event of Default having occurred and being continuing under Section 7.01 due to failure by the Borrower to comply with the requirements of the covenant set forth in Section 6.10 for the applicable period.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.1(b), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Loan Parties fail to comply with any of the requirements of the Financial CovenantSection 6.10, from the last day any of the applicable fiscal quarter Equity Holders of GTI shall have the right, during the period beginning at the start of any Fiscal Quarter in which a breach of Section 6.10 may occur (a “Specified Fiscal Quarter”) and until (x) in the case of a breach of Section 6.10(a), the expiration of the 10th tenth (10th) Business Day subsequent after the date on which any of the Chief Executive Officer or Chief Financial Officer of GTI or any the Loan Parties obtained knowledge of such breach and (y) in the case of a breach of Section 6.10(b) through (e), the expiration of the tenth (10th) Business Day after the date on which financial statements with respect to the date the certificate calculating such Financial Covenant is Specified Fiscal Quarter are required to be delivered pursuant to Section 5.04(c6.1(a) or (b), Holdingsas the case may be, (such applicable period, the Borrower and any Parent Entity shall have the right “Cure Period”) to issue Permitted Cure Securities for make a direct or indirect equity investment in GTI in cash or otherwise receive cash contributions to the capital that represents proceeds of such entities, and in each case, to contribute any such cash to the capital issuances of the Borrower common Equity Interests (collectively, the “Cure Right”), and upon the receipt by the Borrower GTI of such net cash proceeds pursuant to the exercise of the Cure Right (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant applicable financial covenants set forth in Section 6.10 shall be recalculated recalculated, giving effect to a pro forma increase to unrestricted cash and cash equivalents, EBITDA, Stockholders Equity and/or After Tax EBITDA (with such net cash proceeds being treated as a dollar for dollar increase in unrestricted cash and cash equivalents, EBITDA, Stockholders Equity and/or After Tax EBITDA, as applicable), as the case may be, in an amount equal to such Cure Amount; provided, that, such pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring determining the Financial Covenant existence of a Default or an Event of Default under Section 6.10 with respect to such Specified Fiscal Quarter and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that any Loan Document (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) including for purposes of this Section 7.03determining the availability of any incurrence or other transaction permitted pursuant to any covenant under Article VII). (b) If, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of after the exercise of the Cure Right for determining compliance with and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Casha) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03above, the Borrower Loan Parties shall then be in compliance with the requirements of the Financial CovenantSection 6.10, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the Financial Covenant Section 6.10 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 breach Default or default Event of the Financial Covenant Default under Section 8.1(b) that had occurred shall be deemed cured and for all purposes under this Agreement and the other Loan Documents shall be treated as not having occurred; provided, that, (i) the Cure Right may be exercised on no more than five (5) occasions, (ii) in each four consecutive Fiscal Quarter period, there shall be at least two Fiscal Quarters in respect of which no Cure Right is exercised, (iii) with respect to any exercise of the Cure Right, the Cure Amount shall not be given effect in an amount greater than the amount required to cause the Loan Parties to be in compliance with Section 6.10 (such amount, the “Necessary Cure Amount”) (provided, that, if the Cure Right is exercised prior to the date financial statements are required to be delivered for such fiscal period then the Cure Amount shall be equal to the amount reasonably determined by GTI in good faith that is required for purposes of complying with Section 6.10 on such applicable date or for such applicable period (such amount, the “Expected Cure Amount”) and (v) the proceeds from the Cure Right may not reduce the amount of Net Debt for purposes of calculating compliance with Section 6.10(b) or (c) for the Fiscal Quarter with respect to such Cure Right was made. (c) Notwithstanding anything herein to the contrary, (A) to the extent that the Expected Cure Amount is less than the Necessary Cure Amount, then not later than the expiration of the applicable Cure Period, GTI must receive a direct or indirect equity investment in cash that represents proceeds of issuances of common Equity Interests, which cash proceeds received by GTI shall be equal to the shortfall between such Expected Cure Amount and such Necessary Cure Amount and (B) prior to the expiration of the Cure Period the Agents and the Purchasers shall not be permitted to exercise any rights then available as a result of an Event of Default under Section 6.10 on the basis of a breach of such covenants so as to enable GTI to consummate its Cure Rights as permitted under this Section 8.4 unless GTI notifies the Agent that no Cure Amount will be made with respect to such breach; provided that, until the Cure Right is exercised pursuant to this Section 8.4, such Event of Default shall be deemed to be continuing for purposes of this Agreementtesting whether the conditions to using any basket or exception to any covenants that is subject to the absence of Defaults or Events of Default are satisfied.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.0111, in the event that the Borrower fails (or, but for the operation of this Section 7.0311.13, would fail) to comply with the requirements either of the Financial Covenant, from Covenants as of the last day of the applicable any fiscal quarter quarter, at any time after such last day until the expiration of the 10th day that is 10 Business Day subsequent to Days after the date the certificate calculating the Financial Covenants for such Financial Covenant fiscal quarter is required to be delivered pursuant to Section 5.04(c9.01(e), Holdings, the Borrower and any Parent Entity Company shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the its capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by which cash shall be contributed as common equity to the Borrower of (such cash (contributed amount, the “Cure Amount”), pursuant to the exercise of the Cure Right, the all Financial Covenant Covenants shall be recalculated giving effect to a pro forma adjustment by which increasing EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenant Covenants and not for any other purpose under this AgreementAgreement (including any “baskets”), by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least two fiscal quarters in which a the Cure Right is not exercised, (ii) a Cure Right shall not be exercised no more than five times Cure Rights will be exercised in the aggregate during the term of the Revolving Facilitiesthis Agreement, (iii) for purposes of this Section 7.0311.13, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant Covenants and (iv) for the avoidance of doubt, in recalculating the Financial Covenants by increasing EBITDA as set forth above, there shall be no pro forma effect given to any reduction in of Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for Amount during the fiscal quarter in respect of for which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)exercised. If, after giving effect to the adjustments in this Section 7.03paragraph, the Borrower shall then be in compliance with the requirements of the Financial CovenantCovenants, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter Fiscal Quarter until the expiration of the 10th Business Day subsequent to the date the certificate Compliance Certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower as a common equity contribution (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which Adjusted EBITDA shall be increased with respect to such applicable quarter and any four-four- quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter Fiscal Quarter period there shall be at least two fiscal quarters Fiscal Quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter Fiscal Quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement. Neither the Collateral Agent, Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Facility Commitments and none of the Collateral Agent, Administrative Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 7.01, the other Loan Documents or applicable law prior to the end of the applicable Cure Right period solely on the basis of an Event of Default having occurred and continuing under Section 7.01(d) with respect to Section 6.11 (except to the extent that the Borrower has confirmed in writing that it does not intend to provide the Cure Amount); provided that no Lender shall be obligated to make any Revolving Facility Loan or issue or amend any Letter of Credit under the Revolving Facility until (i) such Cure Amount has been received by the Borrower and (ii) the applicable breach or default of the Financial Covenant that had occurred has been deemed cured pursuant to this Section 7.03.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.019.01 or 9.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial Covenantfinancial covenant set forth in Section 8.15(a) at any time, from the last day of the applicable fiscal quarter then until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Covenant is relevant financial statements are required to be delivered pursuant to Section 5.04(c7.01(a) or (b) (the last day of such period being the “Anticipated Tranche A Cure Deadline”), Holdings, the Borrower and any Parent Entity ESI shall have the right to issue Permitted Cure Securities or obtain a contribution to its equity (which shall be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Tranche A Cure Right”), and upon the receipt by the Borrower ESI of such cash (the “Tranche A Cure Amount”), pursuant to the exercise by ESI of the such Tranche A Cure Right, the Financial Covenant calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 8.15(a) shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant financial covenant set forth in Section 8.15(a) and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of the Available Amount) or determining the Applicable Rate), by an amount equal to the Tranche A Cure Amount; provided, provided that (i1) in each four consecutive the receipt by ESI of the Tranche A Cure Amount pursuant to the Tranche A Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Rate) and (2) no Tranche A Cure Amount shall reduce Indebtedness (including as unrestricted cash or Cash Equivalents of the Borrowers and the Restricted Subsidiaries) on a Pro Forma Basis for the applicable fiscal quarter period there shall be at least two fiscal quarters for which such Tranche A Cure Amount was contributed for purposes of calculating the financial covenant set forth in which a Cure Right is not exercised, Section 8.15 (a); (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 8.15(a), the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Covenant financial covenant set forth in Section 8.15(a) 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 breach or default of the Financial Covenant financial covenant set forth in Section 8.15(a) that had occurred shall be deemed cured for the purposes of this Agreement; (iii) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Tranche A Cure Deadline, that the Borrowers intend to exercise the Tranche A Cure Right in respect of a fiscal quarter or to prepay in full the 2023 Incremental Tranche A Term Loans as contemplated further below, the 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 financial covenant set forth in Section 8.15(a), unless such failure is not cured pursuant to the exercise of the Tranche A Cure Right or a prepayment in full of the 2023 Incremental Tranche A Term Loans on or prior to the Anticipated Tranche A Cure Deadline. For the avoidance of doubt, the Borrower shall not be able to obtain any Credit Extension hereunder until receipt by the Administrative Agent of the Tranche A Cure Amount or the prepayment in full of the 2023 Incremental Tranche A Term Loans; and (iv) to the extent that ESI shall exercise its Cure Rights as set forth under Section 8.10, for purposes of this Section 8.15, ESI and the 2023 Incremental Tranche A Term Loan Lenders, hereby acknowledge and agree that such exercise shall be deemed to constitute a separate and independent exercise of the Tranche A Cure Right set forth under this Section 8.15. Notwithstanding anything to the contrary in this Agreement, (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Tranche A Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the Tranche A Cure Right is exercised during the term of this Agreement, (iii) for purposes of this Section 8.15(b), the Tranche A Cure Amount utilized shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenant set forth in Section 8.15(a), (iv) in the event that the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 8.15(a), without limiting the Tranche A Cure Right hereinbefore stated, the Borrowers shall also have the right to pay down in full the 2023 Incremental Tranche A Term Loans, including any and all accrued and unpaid interest and fees thereon, within the Tranche A Additional Cure Period (as defined below), which payoff shall be deemed a cure of the failure to comply with the Section 8.15(a) financial covenant with the same effect as satisfaction of the Tranche A Cure Right, and (v) any failure to comply with the financial covenant set forth in Section 8.15(a) shall not constitute an Event of Default with respect to any Revolving Credit Facility or Term Loan Facility (other than the Tranche A Term Loan Facility) until the earlier of (x) the date that is 30 days after the date such compliance failure arises with respect to the 2023 Incremental Tranche A Term Loans and (y) the date on which the Administrative Agent or the 2023 Incremental Tranche A Term Loan Lenders exercise any remedies with respect to the 2023 Incremental Tranche A Term Loans in accordance with Section 9.02 (collectively, the “Tranche A Additional Cure Period”); provided, however, that any Event of Default under Section 8.15 may be waived, amended or otherwise modified from time to time pursuant to clause (c) of Section 8.15.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails Borrowers fail (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity and/or any Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesany Parent Entity and/or any Borrower (and, and with respect to any Parent Entity, in each case, to contribute any such cash to the capital of the Borrower a Borrower) (collectively, the “Cure Right”), and upon the receipt by the a Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by any Parent Entity and/or any Borrower of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.037.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant Performance Covenant, (iv) the Cure Amount shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained in this Agreement and shall not be included in the calculation of the Cumulative Credit and (ivv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Performance Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitmentsunrestricted cash). If, after giving effect to the adjustments in this Section 7.037.02, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Borrowers shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant under Section 6.12 at the end of any fiscal quarter, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day tenth (10th) day subsequent to the date the certificate calculating such Financial Covenant is Compliance Certificate required to be delivered pursuant to Section 5.04(c5.01(c), Holdingsin respect of the period ending on the last day of such quarter, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for net cash proceeds of any cash equity contribution other than Disqualified Equity Interests) made, directly or otherwise receive cash contributions indirectly to the capital Borrower, or any net cash proceeds of any issuance of Qualified Equity Interests of the Borrower, in each case following the end of such entitiesfiscal quarter on or prior to such 10th day, and in each casemay, to contribute any such cash to at the capital election of the Borrower be included in the calculation of Consolidated EBITDA in each case in an aggregate amount equal to the amount necessary to cure the relevant failure to comply with such covenant for purposes of determining compliance with such covenant (collectively, the “Cure Right”), and upon the earlier of (x) the delivery by the Borrower of written notice (a “Cure Notice”) to the Administrative Agent that it intends to exercise the Cure Right hereunder and (y) receipt by the Borrower of such cash proceeds (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant such covenant shall be recalculated giving effect to a the following pro forma adjustment by statements: (i) solely for purpose of determining the existence of an Event of Default under Section 6.12, Consolidated EBITDA for the fiscal quarter of the Borrower for which EBITDA such certificate is required to be delivered shall be increased with respect by an amount equal to the Cure Amount, and such applicable increase shall be effective for all periods that include the fiscal quarter and any four-quarter period that contains of the Borrower for which such quarter, solely for the purpose of measuring the Financial Covenant Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this foregoing recalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount when calculating compliance with Section 7.036.12 at the end of such (but no other) fiscal quarter), the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant under Section 6.12 at the end of such fiscal quarter, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant covenant under Section 6.12 as of the relevant date last day of determination such fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default Default or Event of Default of the Financial Covenant covenant under Section 6.12 that had occurred shall be deemed cured for this purpose under this Agreement and the other Loan Documents (other than for purposes of Section 4.02(b)) if the Borrower has delivered written notice pursuant to clause (x) above); provided that if the Cure Amount is not received by the Borrower prior to such 10th day, such Default or Event of Default shall be deemed reinstated. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period of the Borrower there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five (5) times during the term of this Agreement, (iii) the Cure Amount shall not exceed the amount required to cause the Borrower to be in compliance with the covenant under Section 6.12 (it being understood that to the extent a Cure Notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such net cash proceeds that are received 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 Section 6.12 is less than the full amount of any originally designated amount); (iv) neither the Administrative Agent nor any Lender or Secured Party shall exercise any remedy under the Loan Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 6.12 until after the Borrower’s ability to cure has lapsed and Borrower has not exercised the Cure Right; and (v) the Borrower will not be permitted to borrow Revolving Loans and new Letters of Credit shall not be issued prior to receipt of the Cure Amount and during the continuance of a Default or Event of Default.

Right to Cure. (a) Subject to the limitations set forth in clause (e) below, Borrower may cure (and shall be deemed to have cured) an Event of Default arising out of a breach of any of the financial covenant set forth in Section 8.13 (the “Specified Financial Covenants”) if they receive the cash proceeds of an investment of Curative Equity within 15 Business Days after the date on which the Specified Financial Covenants are first required to be tested pursuant to the terms hereof. (b) Borrower shall promptly notify Administrative Agent of its receipt of any proceeds of Curative Equity. (c) Any investment of Curative Equity shall be in immediately available funds and, subject to the limitations set forth in clause (e) below, shall be in an amount that is sufficient to cure the Event of Default arising out of a breach of the Specified Financial Covenant. (d) Upon delivery of a certificate by Borrower to Administrative Agent as to the amount of the proceeds of such Curative Equity and that such amount (i) has been applied in accordance with clause (b) above, and (ii) is in an amount equal to or greater than the amount required by clause (c) above, then any Event of Default that occurred and is continuing from a breach of any of the Specified Financial Covenant shall be deemed cured with no further action required by the Required Lenders. If notice has been delivered to the Administrative Agent of the intent to make an investment of Curative Equity (such notice to be delivered on or prior to the date on which the applicable financial statements are required to be delivered and containing reasonable detail on the terms and conditions of the Curative Equity), then from the last day of the fiscal quarter related to such cure notice until the earlier to occur of the required date for receipt of the Curative Equity and the date on which the Administrative Agent is notified that the Curative Equity will not be made, neither Administrative Agent nor any Lender may exercise any rights or remedies under Section 10.02, provided, that an Event of Default shall be deemed to be continuing and the Lenders (including the Swing Lender and the Issuing Bank) shall have no obligation to make additional loans or otherwise extend additional credit hereunder during such period. In the event Borrower does not cure all financial covenant violations as provided in this Section 10.04, the existing Event(s) of Default shall continue unless waived in writing by the Required Lenders in accordance herewith. (e) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash foregoing or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) Borrower’s rights under this Section 10.04 may (A) be exercised not more than 5 times during the term of this Agreement and (B) in each period of four consecutive fiscal quarter period quarters, there shall be at least two fiscal quarters in which a Cure Right no cure under this Section 10.04 is not exercisedmade, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount Curative Equity contributed in any fiscal quarter shall be no greater than the amount required to cause Borrower to be in compliance with the Specified Financial Covenants as at the end of such fiscal quarter, and (iii) the Curative Equity shall be disregarded for purposes of complying determining EBITDA for any pricing, financial covenant based conditions or any baskets with respect to the Financial Covenant covenants contained in this Agreement and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right any Curative Equity for determining compliance with the Specified Financial Covenant Covenants or for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment determining any pricing, financial covenant based conditions or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, baskets with respect to any portion of the covenants contained in this Agreement, in each case in the quarter in which such Cure Amount that Curative Equity is used used, unless such proceeds are actually applied to repay the First Lien Term Loans or to prepay Revolving Facility Second Lien Term Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower which case Indebtedness shall be deemed to have satisfied be reduced in the requirements of fiscal quarter following 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 fiscal quarter for which such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this AgreementCurative Equity was contributed.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply not otherwise be in compliance with the requirements any of the Financial Covenantcovenants set forth in Section 6.10, from 6.11 or 6.12, then not later than 30 days after the earlier of (i) the day on which a certificate of compliance is required to be delivered under Section 5.04(c) and (ii) the day on which financial statements are required to be delivered under Section 5.04(a) or Section 5.04(b), and no earlier than the day that is the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)relevant Fiscal Quarter, Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of Borrower either as (x) common equity or (y) a loan or advance that does not require any cash payment prior to the Borrower Term Loan Maturity Date (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure AmountSpecified Equity Contribution”), ) pursuant to the exercise by Holdings of the such Cure Right, the Financial Covenant such covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that Specified Equity Contribution. (ib) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments recalculations set forth in this Section 7.03paragraph (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenants set forth in Sections 6.10, 6.11 and 6.12, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach or default of the Financial Covenant such covenants that had occurred shall be deemed cured for the this purposes of this Agreement. (c) Notwithstanding anything herein to the contrary, (i) in each four Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) no more than four Specified Equity Contributions may be made pursuant to this Section 7.02, (iii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the covenants set forth in Sections 6.10, 6.11 and 6.12, (iv) all Specified Equity Contributions shall be disregarded for all purposes under this Agreement other than determining compliance with the covenants set forth in Sections 6.11 and 6.12 and (v) Specified Equity Contributions shall not reduce Indebtedness on a pro forma basis for purposes of determining compliance with the covenants set forth in Sections 6.11 and 6.12.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0111.3(a), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements requirement of the Financial Covenantcovenant set forth in Section 10.9, from the last day of the applicable fiscal quarter until the expiration of the 10th fifteenth Business Day subsequent after the date on which Section 9.1 Financials with respect to the date Test Period in which the certificate calculating covenant set forth in such Financial Covenant Section is being measured are required to be delivered pursuant to Section 5.04(c9.1 (the “Cure Period”), Holdings, the Borrower and Holdings or any Parent Entity other Person shall have the right to issue Permitted Cure Securities for make a direct or indirect equity investment (in the form of cash common equity or otherwise receive cash contributions in a form reasonably acceptable to the capital of such entities, and Administrative Agent) 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 the net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash (proceeds to the Borrower, the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in such Section shall be recalculated recalculated, giving effect to a the pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring calculating the Financial Covenant covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercisedany Credit Document, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilitiesunless actually applied to Indebtedness, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the any Cure Right for determining compliance with the Financial Covenant Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted CashCash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other than, for future periods, with respect to adjustment under any portion other financial definition shall be made as a result of such the exercise of any Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Right. (b) If, after giving effect the exercise of the Cure Right and the recalculations pursuant to the adjustments in this Section 7.03clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 10.9 during such Test Period, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each Test Period there shall be at least two fiscal quarters for which no Cure Right is exercised, (ii) no more than three Cure Rights may be exercised during the term of this Agreement and (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.9. (c) Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Term Loans and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to a failure to comply with the requirement of the covenant set forth in Section 10.9. (d) Notwithstanding anything to the contrary herein, any exercise of a Cure Right (as defined in the Senior Secured Credit Agreement) pursuant to Section 11.13 thereof shall automatically be deemed to be an exercise of a Cure Right hereunder, which exercise shall be subject to this Section 11.13 in all respects.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails Loan Parties fail (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c5.02(a)(ii), Holdingsany of the Public Company, the Borrower and any Parent Entity Entities or Group Members shall have the right to issue Permitted Cure Securities equity securities (other than Disqualified Stock) for cash to persons who are not Group Members or otherwise receive cash contributions to the capital of such entitiesentities from persons who are not Group Members, and 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 of the Cure Right, the Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such the applicable fiscal quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, provided that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, this Agreement and (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments referred to in this Section 7.03, the Borrower Loan Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Loan Parties shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement. It is understood and agreed that none of the Administrative Agent, the Lenders and the Issuing Banks shall have the right to exercise any remedy in connection with the Loan Parties’ failure to comply with the Financial Performance Covenant until the expiration of the ten-Business Day period referred to above.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Intermediate Holdings fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date an Availability Trigger Event occurs during any applicable quarter that causes Intermediate Holdings to fail to comply with the certificate calculating such requirements of the Financial Covenant is required to be delivered pursuant to Section 5.04(c)Performance Covenant, Holdings, the Borrower and any Parent Entity Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Intermediate Holdings (collectively, the “Cure Right”), and upon the receipt by the Borrower Intermediate Holdings of such cash (the “Cure Amount”), ) pursuant to the exercise by Intermediate Holdings of the such Cure Right, the such Financial Performance Covenant shall be recalculated giving effect to a the following pro forma adjustment by which adjustment: (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing pro forma adjustment, the Borrower Intermediate Holdings shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Intermediate Holdings shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this 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 and (ii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 the Borrower of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA EBITDAR shall be increased with respect to such applicable quarter (and, for the avoidance of doubt, no effect shall be given to any pro forma reduction to Indebtedness for such applicable quarter resulting from the repayment thereof with the proceeds of such Permitted Cure Securities) and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a the Cure Right is not exercised, (ii) a the Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, and (iii) for purposes of this Section 7.037.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.037.02, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant any Compliance Certificate is required to be delivered pursuant to Section 5.04(c) (the “Cure Expiration Date”; and such ten (10) Business Day period, the “Cure Period”), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, 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 of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than (or shall not be given effect in excess of) the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement. From and after the date that the Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 7.03, neither the Administrative Agent nor any Secured Party may exercise any rights or remedies under Section 7.02 (or under any other Loan Document) on the basis of any actual or purported Default or Event of Default arising with respect to a failure to comply with the Financial Covenant (and any other Default or Event of Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received; provided, however, no Revolving Facility Lender shall be required to fund any Loans and no Issuing Bank shall be required to issue, amend or extend any Letter of Credit during the Cure Period until such time as the Borrower shall have received the Cure Amount.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial Covenant at any time when the Borrowers are required to comply with such Financial Covenant, pursuant to the terms thereof, then (A) from the last day end of the applicable most recently ended fiscal quarter of the Lux Borrower until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Covenant is relevant financial statements are required to be delivered pursuant to Section 5.04(cSections 6.01 (a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”) to issue common Equity Interests for cash and contribute the proceeds therefrom in the form of common Equity Interests or in another form reasonably acceptable to the Administrative Agent to the Lux Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) (“Cure Equity”), and upon the receipt by the Lux Borrower of such cash (the “Cure Amount”), pursuant to the exercise by the Borrowers of the such Cure Right, the calculation of Consolidated EBITDA as used in the Financial Covenant shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant for the applicable test period and each subsequent test period containing such fiscal quarter and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of amounts available under clause (c) of the first paragraph of Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate), by an amount equal to the Cure Amount; provided, provided that (i1) in each four consecutive fiscal quarter period there the receipt by the Lux Borrower of the Cure Amount pursuant to the Cure Right shall be at least two fiscal quarters in which deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the Financial Covenant or calculating the First Lien Net Leverage Ratio, or the Total Net Leverage Ratio, nor shall any Cure Right is not exercised, Amount held by any Borrower Party qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties” for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Covenant, the Borrower Borrowers shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred (and any other Default as a result thereof, including the failure to meet any condition requiring no Default or Event of Default based solely on the basis of any actual or purported Event of Default under the Financial Covenant) shall be deemed cured for the purposes of this Agreement.; and

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0111.3(a), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements requirement of the Financial Covenantcovenant set forth in Section 10.9, from the last day of the applicable fiscal quarter until the expiration of the 10th fifteenth Business Day subsequent after the date on which Section 9.1 Financials with respect to the date Test Period in which the certificate calculating covenant set forth in such Financial Covenant Section is being measured are required to be delivered pursuant to Section 5.04(c9.1 (the “Cure Period”), Holdings, the Borrower and Holdings or any Parent Entity other Person shall have the right to issue Permitted Cure Securities for make a direct or indirect equity investment (in the form of cash common equity or otherwise receive cash contributions in a form reasonably acceptable to the capital of such entities, and Administrative Agent) 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 the net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash (proceeds to the Borrower, the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in such Section shall be recalculated recalculated, giving effect to a the pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring calculating the Financial Covenant covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercisedany Credit Document, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilitiesunless actually applied to Indebtedness, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the any Cure Right for determining compliance with the Financial Covenant Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted CashCash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other than, for future periods, with respect to adjustment under any portion other financial definition shall be made as a result of such the exercise of any Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Right. (b) If, after giving effect the exercise of the Cure Right and the recalculations pursuant to the adjustments in this Section 7.03clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 10.9 during such Test Period (including for the purposes of Section 7), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) no more than one Cure Right may be exercised during the term of this Agreement and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.9. (c) Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Revolving Credit Loans or terminate the Revolving Credit Commitments and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to a failure to comply with the requirement of the covenant set forth in Section 10.9 (it being understood that no Revolving Credit Lender shall be required to fund Revolving Credit Loans during any such Cure Period). (d) Notwithstanding anything to the contrary herein, if the Borrower fails to comply with the covenants set forth in Section 10.9 of this Agreement and Section 10.9 of the Senior Secured Credit Agreement for any Compliance Quarter, any exercise of a Cure Right (as defined in the Senior Secured Credit Agreement) pursuant to Section 11.13 thereof shall automatically be deemed to be an exercise of a Cure Right hereunder (which exercise shall be subject to this Section 11.13 in all respects).

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Agent fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of the applicable fiscal quarter Fiscal Quarter until the expiration of the 10th Business Day subsequent to the date the certificate Compliance Certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower Agent and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Agent as a common equity contribution (collectively, the “Cure Right”), and upon the receipt by the Borrower Agent of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which Adjusted EBITDA shall be increased with respect to such applicable quarter and any four-four- quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter Fiscal Quarter period there shall be at least two fiscal quarters Fiscal Quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving FacilitiesFacility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter Fiscal Quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower Agent shall then be in compliance with the requirements of the Financial Covenant, the Borrower Agent shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement. Neither the Collateral Agent, Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Facility Commitments and none of the Collateral Agent, Administrative Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 7.01, the other Loan Documents or applicable law prior to the end of the applicable Cure Right period solely on the basis of an Event of Default having occurred and continuing under Section 7.01(d) with respect to Section 6.11 (except to the extent that the Borrower Agent has confirmed in writing that it does not intend to provide the Cure Amount); provided that no Lender shall be obligated to make any Revolving Facility Loan or issue or amend any Letter of Credit under the Revolving Facility until (i) such Cure Amount has been received by the Borrower Agent and (ii) the applicable breach or default of the Financial Covenant that had occurred has been deemed cured pursuant to this Section 7.03.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenants set forth in Section 7.11, from the last day of the applicable fiscal quarter then until the expiration of the 10th Business Day 5th day subsequent to the date the certificate calculating such Financial Covenant relevant Compliance Certificate is required to be delivered pursuant to Section 5.04(c6.02(b), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities common equity for cash or otherwise receive cash contributions to the capital of such entities, 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 the Borrower of the such Cure Right, the Financial Covenant calculation of EBITDA as used in the covenants set forth in Section 7.11 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (a) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant covenants set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the satisfaction of the Restricted Payment Conditions, the Specified Transaction Conditions, availability or amount of any covenant baskets or carve-outs), by an amount equal to the Cure Amount; provided, provided that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a the receipt by the Borrower of the Cure Right is not exercised, (ii) a Amount pursuant to the Cure Right shall not be exercised more than five times during the term of the Revolving Facilitiesdeemed to have no other effect whatsoever under this Agreement and any reduction in Indebtedness, (iii) for purposes of this Section 7.03if applicable, from the Cure Amount shall be no greater than not reduce Consolidated Scheduled Funded Debt Payments for purpose of calculating the amount required for purposes of complying with the Financial Covenant and Consolidated Fixed Charge Coverage Ratio; and (ivb) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenants set forth in Section 7.11, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant covenants set forth in 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 breach or default of the Financial Covenant covenants set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) Upon receipt by the Administrative Agent of written notice, prior to the expiration of the 10th day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.01 (the “Anticipated Cure Deadline”), that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter (or month, as applicable), the 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 covenants set forth in Section 7.11 until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline. Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period (or twelve (12) fiscal month period, as applicable) there shall be at least two fiscal quarters (or six (6) fiscal months, as applicable) in respect of which the Cure Right is not exercised, (ii) there can be no more than four fiscal quarters (or fiscal months, as applicable) in respect of which the Cure Right is exercised during the term of this Agreement, and (iii) for purposes of this Section 8.03, the Cure Amount utilized shall be no greater than the amount required for purposes of complying with the covenants set forth in Section 6.11.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0111.1, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial Covenantcovenant set forth in Section 9.24, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Covenant the covenant set forth in Section 9.24 is required to be delivered pursuant to Section 5.04(c7.2(c), Holdings, the Borrower and any Parent Entity Holdings and/or Metals USA shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesits capital, and in each casecase with respect to Holdings, to contribute any such cash to the capital of the Borrower Metals USA (collectively, the “Cure Right”), and upon the receipt by the Borrower Metals USA of such cash (the “Cure Amount”), ) pursuant to the exercise by Holdings or Metals USA of such Cure Right the Cure Right, the Financial Covenant covenant set forth in Section 9.24 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Adjusted EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant covenant set forth in Section 9.24 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Metals USA shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 9.24, the Borrower Metals USA shall be deemed to have satisfied the requirements of the Financial Covenant covenant set forth in Section 9.24 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 breach or default of the Financial Covenant covenant set forth in Section 9.24 that had occurred shall be deemed cured for the purposes of this 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 Section 11.2, the Cure Amount shall be no greater than the amount required for purposes of complying with the covenant set forth in Section 9.24 and (iv) the aggregate amount of all Cure Amounts shall not exceed $50,000,000.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant under Section 6.11 at the end of any fiscal quarter, from and after the last day beginning of the applicable relevant fiscal quarter until the expiration of the 10th fifteenth (15th) Business Day subsequent to the date the certificate calculating such Financial Covenant is financial statements are required to be delivered pursuant to Section 5.04(c5.01(a) or 5.01(b), as applicable, any Net Proceeds of any common equity contribution made, directly or indirectly to Holdings, and contributed in the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for form of cash or otherwise receive cash contributions common equity to the capital Borrower, or any Net Proceeds of such entitiesany issuance of Qualified Equity Interests of Holdings to the extent contributed in the form of cash common equity to the Borrower, and in each case, from and after the beginning of the fiscal quarter then ended for which the Borrower has failed to contribute any comply with Section 6.11 and/or following the end of such cash fiscal quarter and on or prior to such fifteenth (15th) Business Day, in each case in an aggregate amount equal to the capital amount necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrower be included in the calculation of Consolidated EBITDA for purposes of determining compliance with such covenant (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash proceeds (the “Cure Amount”), pursuant such covenant shall be recalculated with Consolidated EBITDA being increased by such Cure Amount; and (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal- quarter period of the Borrower there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, and the Cure Right may not be exercised more than five (5) times during the term of this Agreement, (ii) the Cure Amount shall not exceed the amount required to cause the Borrower to be in compliance with the covenant under Section 6.11; (iii) for any fiscal quarter for which a Cure Right is exercised, such Cure Amount shall be counted only as Consolidated EBITDA and solely for the purpose of compliance with Section 6.11 and not for any other purposes during such fiscal quarter and (iv) from and after the date on which the Borrower provides notice of its intention to use the Cure Right, (A) no Default or Event of Default shall be deemed to have occurred or be continuing with respect to Section 6.11 unless the Cure Amount is not paid by the date so required (provided that, if the Cure Amount is not paid on or before the date the Borrower’s ability to cure has lapsed without exercise of the Cure Right, the Financial Covenant such Event of Default or potential Event of Default shall be recalculated giving effect deemed, to a pro forma adjustment exist from the date of the end of the applicable fiscal quarter) and (B) neither the Administrative Agent nor any Lender or Secured Party shall exercise any remedy under the Loan Documents or applicable law on the basis of an Event of Default caused by which EBITDA shall be increased the failure to comply with respect Section 6.11 until the earliest of (x) the date the Borrower’s ability to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose cure has lapsed without exercise of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercisedRight, (iiy) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, date the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant is received and (ivz) the date the Borrower confirms in writing that it does not intend to exercise the Cure Right. No Lender will be required to extend new Revolving Loans or issue or extend new Letters of Credit until the earlier of (x) the expiration of the Cure Right and (y) the date the Cure Amount is received. To the extent that the Cure Amount (x) is used to repay Indebtedness, there shall be no pro forma or other reduction in Indebtedness with the proceeds of the exercise of the Cure Right Amount for determining compliance with the Financial Covenant Section 6.11 for the fiscal quarter in respect of for which such the Cure Right is exercised (either directly through prepayment or indirectly as a result of exercised; provided that the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that shall reduce Indebtedness in future quarters to the extent used to prepay the Loans or (y) is not used to repay Term Loans or to prepay Revolving Facility Loans Indebtedness, there shall be no reduction in Indebtedness by cash netting for determining compliance with Section 6.11 for the fiscal quarter for which the Cure Right is exercised; provided, that the Cure Amount shall reduce Indebtedness in future quarters by cash netting to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreementapplicable.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the later of (x) the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, 5.04(d) and (y) the date an Availability Triggering Event occurs during any applicable quarter that causes the Borrower to fail to comply with the requirements of the Financial Performance Covenant, Holdings and any Parent Entity the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to and, in the capital case of such entities, and in each caseHoldings, 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 or the Borrower of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a the Cure Right is not exercised, (ii) a the Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, and (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.03paragraph (b), the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails Borrowers fail (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements of the Financial Performance Covenant, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day 20th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity and/or the Company shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesany Parent Entity and/or the Company (and, and with respect to any Parent Entity, in each case, to contribute any such cash to the capital of the Borrower Company (collectively, the “Cure Right”), and upon the receipt by the Borrower Company of such cash (the “Cure Amount”), ) pursuant to the exercise by any Parent Entity and/or the Company of the such Cure Right, the Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal four-fiscal-quarter period there shall be at least two one fiscal quarters quarter in which a the Cure Right is not exercised, exercised and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.037.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenant. If, after giving effect to the adjustments in this Section 7.03paragraph, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Borrowers shall be deemed to have satisfied the requirements of 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 breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the this purposes of this the Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01Sections 9.1 or 9.2, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from Covenants as of the last day of any fiscal quarter of Borrower, at any time after the applicable beginning of such fiscal quarter until the expiration of the 10th Business Day subsequent to following the date on which the certificate calculating financial statements with respect to such Financial Covenant is fiscal quarter are required to be delivered pursuant to Section 5.04(c6.1(b) (“Cure Period”), Holdings, the Borrower and or any Parent Entity other Person that is a direct or indirect parent of Borrower shall have the right to issue Permitted Cure Securities common Equity Interests for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such Borrower as cash to the capital of the Borrower common Equity Interests (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Cash Proceeds of such cash issuance that are not otherwise applied (the “Cure Amount”), pursuant to the exercise by Borrower of the such Cure Right, the Right such Financial Covenant Covenants shall be recalculated giving effect to a the following pro forma adjustment by which adjustment: (a) EBITDA (after giving effect to any annualization thereof) shall be increased with respect to such applicable fiscal quarter and any four-quarter period Test Period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenant Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that ; (ib) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing pro forma adjustment, the Borrower shall then be in compliance with the requirements of the Financial CovenantCovenants, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant 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 breach or default of the Financial Covenant Covenants that had occurred shall be deemed cured for the purposes of this Agreement; (c) notwithstanding anything herein to the contrary, (i) in each four (4) consecutive fiscal quarter period of Borrower there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may not be exercised in consecutive fiscal quarters, (iii) during the term of this Agreement, the Cure Right shall not be exercised more than four (4) times, (iv) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenants, and any amounts in excess thereof shall not be deemed to be a Cure Amount (except that not more than one (1) time during the term of this Agreement, the Cure Amount may be made in an amount up to 120% of the amount required for purposes of complying with the Financial Covenants), (v) there shall be no pro forma reduction in Debt with the proceeds of any Cure Amount and (vi) if increasing EBITDA, the Cure Amount shall be included in the calculation only after calculating EBITDA on an annualized basis without giving effect to such increase (i.e., the Cure Amount shall not be annualized). Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining the satisfaction of any Default or Event of Default condition, any financial ratio-based conditions or tests, pricing or any available basket under Article 7 of this Agreement; and (d) to the extent that the proceeds of the Cure Amount are used to repay Debt, such Debt shall not be deemed to have been repaid for purposes of calculating any Financial Covenant for the Test Period ending on (and including) the last day of the fiscal reporting period for which Borrower is requesting to cure a Financial Covenant Event of Default. Unless (A) the Borrower or any other Loan Party has stated in writing that it does not intend to exercise the Cure Right or (B) the Event of Default is precluded from being cured pursuant to this Section 9.4 because of clause (c) above, neither the Administrative Agent nor any Lender shall exercise any remedy under the Loan Documents (including application of the Default Interest Rate) on the basis of an Event of Default caused solely by the failure of the Loan Parties to comply with Article 8 until the end of the Cure Period. During any Cure Period (unless and until the Event of Default is cured pursuant to this Section 9.4), the Borrower shall not request, and the Lenders shall not be required to make and the L/C Issuer shall not be required to issue, renew or extend, as applicable, (i) any Loans or any Letters of Credit or (ii) any conversions from Base Rate Loans into Term SOFR Loans or continuations of Term SOFR Loans (which shall automatically convert into Base Rate Loans at the end of the applicable Interest Period).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial Covenantfinancial covenant set forth in Section 7.11 at any time when the Borrowers are required to comply with such financial covenant, pursuant to the terms thereof, then (A) from the last day end of the applicable most recently ended fiscal quarter of the Parent Borrower until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Covenant is relevant financial statements are required to be delivered pursuant to Section 5.04(cSections 6.01 (a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Holdings, the Borrower and any Holdings (or a Parent Entity Holding Company) shall have the right to issue Permitted Cure Securities common Equity Interests for cash and contribute the proceeds therefrom in the form of common Equity Interests or in another form reasonably acceptable to the Administrative Agent to the Parent Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise receive cash contributions in a form reasonably acceptable to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of such cash (the “Cure Amount”), pursuant to the exercise by the Borrowers of the such Cure Right, the Financial Covenant calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant financial covenant set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of Cumulative Credit) or determining the Applicable Commitment Fee or Applicable Rate), by an amount equal to the Cure Amount; provided, provided that (i1) in each four consecutive fiscal quarter period there the receipt by the Parent Borrower of the Cure Amount pursuant to the Cure Right shall be at least two fiscal quarters deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the financial covenant set forth in which a Section 7.11 or calculating the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio, nor shall any Cure Right is not exercised, Amount held by any Borrower Party qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties” for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 7.11, the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Covenant financial covenant set forth in 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 breach or default of the Financial Covenant financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement.; and

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.037.02, would fail) to comply with the requirements of the Financial CovenantPerformance Covenants as of the last day of any Fiscal Quarter, then from the last day of the applicable fiscal quarter such Fiscal Quarter until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Covenant Performance Covenants is required to be delivered pursuant to Section 5.04(c)) for such Fiscal Quarter, Holdings, the Borrower and any Parent Entity and/or Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of any Parent Entity and/or Holdings (and, with respect to Holdings or any such entitiesParent Entity, and in each case, to contribute any such cash to the capital of the Borrower Borrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by any Parent Entity and/or Holdings of the such Cure Right, the Right such Financial Covenant Performance Covenants shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that that, (i) in each four consecutive fiscal quarter Fiscal Quarter period there shall be at least no more than two fiscal quarters Fiscal Quarters in which a the Cure Right is not exercised, (ii) a Cure Right shall not be exercised no more than five times Cure Rights will be exercised in the aggregate during the term of the Revolving Facilitiesthis Agreement, (iii) for purposes of this Section 7.037.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant Performance Covenants, and (iv) for the avoidance of doubt, in recalculating the Financial Performance Covenants giving effect to the pro forma adjustment by which EBITDA shall be increased pursuant to a Cure Right as set forth above, there shall be no pro forma effect given to any reduction in of Indebtedness with the proceeds Cure Amount in such recalculation of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments)Performance Covenants. If, after giving effect to the adjustments in this Section 7.03paragraph, the Borrower shall then be in compliance with the requirements of the Financial CovenantPerformance Covenants, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant 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 breach or default of the Financial Covenant Performance Covenants that had occurred shall be deemed cured for the purposes of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0111.3(a), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements requirement of the Financial Covenantcovenant set forth in Section 10.9, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent tenth day after the date on which Section 9.1 Financials with respect to the date Test Period in which the certificate calculating covenant set forth in such Financial Covenant Section is being measured are required to be delivered pursuant to Section 5.04(c), Holdings9.1, the Borrower and Parent, US Holdings or any Parent Entity other Person shall have the right to issue Permitted Cure Securities for cash make a direct or otherwise receive cash contributions to indirect equity investment (other than in the capital form of such entities, and Disqualified Stock) in each case, to contribute any such cash to the capital of the Borrower in cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of the net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash (proceeds to the Borrower, the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in such Section shall be recalculated recalculated, giving effect to a the pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring determining the Financial Covenant existence of a Default or Event of Default under the covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, any Credit Document and (ii) no other adjustment under any other financial definition shall be made as a result of the exercise of any Cure Right shall not be exercised more than five times during the term (including no netting of the Revolving Facilities, (iii) for purposes of this Section 7.03, the cash constituting any Cure Amount shall be no greater than in the amount required for purposes definition of complying with Consolidated Total Debt (either directly or indirectly through the Financial Covenant and definition of Unrestricted Cash)). (ivb) there shall be no pro forma reduction in Indebtedness with the proceeds of If, after the exercise of the Cure Right for determining compliance with and the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised recalculations pursuant to clause (either directly through prepayment or indirectly as a result of the netting of Unrestricted Casha) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03above, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 10.9 during such Test Period (including for the purposes of Section 7 ), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each Test Period there shall be at least one fiscal quarter for which no Cure Right is exercised and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.9.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the U.S. Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant set forth in Section 6.11, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Covenant the covenant set forth in Section 6.11 is required to be delivered pursuant to Section 5.04(c), Holdings, Holdings (prior to a Qualified IPO) and the U.S. Borrower and any Parent Entity (after a Qualified IPO) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesits capital, and and, in each casecase with respect to Holdings, to contribute any such cash to the capital of the U.S. Borrower (collectively, the “Cure Right”), and upon the receipt by the U.S. Borrower of such cash (the “Cure Amount”), ) pursuant to the exercise by Holdings or the U.S. Borrower of such Cure Right the Cure Right, the Financial Covenant covenant set forth in Section 6.11 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant covenant set forth in Section 6.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the U.S. Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 6.11, the U.S. Borrower shall be deemed to have satisfied the requirements of the Financial Covenant covenant set forth in Section 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 breach or default of the Financial Covenant covenant set forth in Section 6.11 that had occurred shall be deemed cured for the purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (b) 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 (c) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the covenant set forth in Section 6.11.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenants set forth in Section 7.11, from the last day of the applicable fiscal quarter then until the expiration of the 10th Business Day 5th day subsequent to the date the certificate calculating such Financial Covenant relevant Compliance Certificate is required to be delivered pursuant to Section 5.04(c6.02(b), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities common equity for cash or otherwise receive cash contributions to the capital of such entities, 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 the Borrower of the such Cure Right, the Financial Covenant calculation of EBITDA as used in the covenants set forth in Section 7.11 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (a) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant covenants set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the satisfaction of the Restricted Payment Conditions, the Specified Transaction Conditions, Specified Incurrence Conditions, availability or amount of any covenant baskets or carve-outs), by an amount equal to the Cure Amount; provided, provided that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a the receipt by the Borrower of the Cure Right is not exercised, (ii) a Amount pursuant to the Cure Right shall not be exercised more than five times during the term of the Revolving Facilitiesdeemed to have no other effect whatsoever under this Agreement and any reduction in Indebtedness, (iii) for purposes of this Section 7.03if applicable, from the Cure Amount shall be no greater than not reduce Consolidated Scheduled Funded Debt Payments for purpose of calculating the amount required for purposes of complying with the Financial Covenant and Consolidated Fixed Charge Coverage Ratio; and (ivb) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenants set forth in Section 7.11, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant covenants set forth in 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 breach or default of the Financial Covenant covenants set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) Upon receipt by the Administrative Agent of written notice, prior to the expiration of the 10th day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.01 (the “Anticipated Cure Deadline”), that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter (or month, as applicable), the 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 covenants set forth in Section 7.11 until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline. Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period (or twelve (12) fiscal month period, as applicable) there shall be at least two fiscal quarters (or six (6) fiscal months, as applicable) in respect of which the Cure Right is not exercised, (ii) there can be no more than four fiscal quarters (or fiscal months, as applicable) in respect of which the Cure Right is exercised during the term of this Agreement, and (iii) for purposes of this Section 8.03, the Cure Amount utilized shall be no greater than the amount required for purposes of complying with the covenants set forth in Section 6.11.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.1(c), in the event that the Borrower fails (or, but for the operation if an Event of this Section 7.03, would fail) Default arising solely as a result of failure to comply with the requirements of Section 7.1(a) occurs at the Financial Covenantend of any fiscal quarter, from the REIT may issue cash common equity, the proceeds of which shall be used to make a voluntary prepayment of the Loans pursuant to Section 2.9, in an aggregate amount sufficient to cause the Borrower to be in compliance with the financial covenant set forth in Section 7.1(a),; provided that, (i) the aggregate proceeds of such issuance shall not exceed the amount sufficient to cure such Event of Default, (ii) such proceeds shall be contributed by the REIT to the Borrower as cash common equity, (iii) no more than one cure shall be permitted during the term of this Agreement and (iv) such prepayment shall be deemed to have been made on the last day of the applicable relevant fiscal quarter until the expiration of the 10th Business Day subsequent to requiring such cure. Such prepayment must be made no later than the date that is 15 days after the certificate calculating such Financial Covenant date on which the relevant Compliance Certificate is required to be delivered pursuant to have been delivered. The Lenders hereby waive any notice required by Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of 2.9 in connection with such entities, and in each case, to contribute any such cash to the capital of the Borrower prepayment. (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to b) If on a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, basis after giving effect to the adjustments in this prepayment of the Loans pursuant to Section 7.038.2(a), the Borrower shall then be would have been in compliance with the requirements financial covenant set forth in Section 7.1(a) as of the Financial Covenantdate of the relevant Compliance Certificate, the Borrower Event of Default under Section 8.1(c) shall be deemed to have satisfied not occurred. During the requirements pendency of any cure right afforded to the Group Members pursuant to Section 8.1(a), (i) the Administrative Agent and the Lenders shall not exercise any remedies described under Section 8.1 or otherwise for failure to satisfy the financial covenant set forth in Section 7.1(a) and (ii) the Borrower shall not be permitted to request any extension of credit pursuant to Section 5.2. (c) The Borrower shall, immediately following the prepayment of the Financial Covenant as of Loans pursuant to Section 8.2(a), deliver to the relevant date of determination with Administrative Agent a Compliance Certificate demonstrating to the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant Administrative Agent’s satisfaction that had occurred shall be deemed cured for the purposes of this Agreement.on a pro forma basis after giving

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) Borrowers fail to comply with the requirements of the Financial Covenantfinancial covenant set forth in Section 7.11 at any time when the Borrowers are required to comply with such financial covenant, pursuant to the terms thereof, then (A) from the last day end of the applicable most recently ended fiscal quarter of the DutchParent Borrower until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating such Financial Covenant is relevant financial statements are required to be delivered pursuant to Section 5.04(cSections 6.01 (a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Holdings, the Borrower and any Holdings (or a Parent Entity Holding Company) shall have the right to issue Permitted Cure Securities common Equity Interests for cash and contribute the proceeds therefrom in the form of common Equity Interests or in another form reasonably acceptable to the Administrative Agent to the DutchParent Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise receive cash contributions in a form reasonably acceptable to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the DutchParent Borrower of such cash (the “Cure Amount”), pursuant to the exercise by the Borrowers of the such Cure Right, the Financial Covenant calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant financial covenant set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve--outs (including the determination of Cumulative Credit) or determining the Applicable Commitment Fee or Applicable Rate), by an amount equal to the Cure Amount; provided, provided that (i1) in each four consecutive fiscal quarter period there the receipt by the DutchParent Borrower of the Cure Amount pursuant to the Cure Right shall be at least two fiscal quarters deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve--outs or determining the Applicable Commitment Fee or Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the financial covenant set forth in which a Section 7.11 or calculating the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio, nor shall any Cure Right is not exercised, Amount held by any Borrower Party qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties” for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower Borrowers shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 7.11, the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Covenant financial covenant set forth in 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 -219- applicable breach or default of the Financial Covenant financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement.; and

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0111.3(a), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements requirement of the Financial Covenantcovenant set forth in Section 10.9, from the last day of the applicable fiscal quarter until the expiration of the 10th fifteenth (15th) Business Day subsequent after the date on which Section 9.1 Financials with respect to the date Test Period in which the certificate calculating covenant set forth in such Financial Covenant Section is being measured are required to be delivered pursuant to Section 5.04(c9.1 (the “Cure Period”), Holdings, the Borrower and Holdings or any Parent Entity other Person shall have the right to issue Permitted Cure Securities for make a direct or indirect equity investment (in the form of cash common equity or otherwise receive cash contributions in a form reasonably acceptable to the capital of such entities, and Administrative Agent) 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 the net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash (proceeds to the Borrower, the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in such Section shall be recalculated recalculated, giving effect to a the pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring calculating the Financial Covenant covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercisedany Credit Document, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilitiesunless actually applied to Indebtedness, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the any Cure Right for determining compliance with the Financial Covenant Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted CashCash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other than, for future periods, with respect to adjustment under any portion other financial definition shall be made as a result of such the exercise of any Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Right. (b) If, after giving effect the exercise of the Cure Right and the recalculations pursuant to the adjustments in this Section 7.03clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 10.9 during such Test Period (including for the purposes of Section 7), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each Test Period there shall be at least two fiscal quarters for which no Cure Right is exercised, (ii) no more than five Cure Rights may be exercised during the term of the Revolving Credit Facility and (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.9. (c) Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to a failure to comply with the requirement of the covenant set forth in Section 10.9 (it being understood that no Revolving Credit Lender or Revolving Letter of Credit Issuer shall be required to fund Revolving Credit Loans or extend new credit in respect of Revolving Letters of Credit during any such Cure Period).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenants set forth in Section 6.10 or 6.11, from the last day of the applicable fiscal quarter until the expiration of the 10th Business Day day subsequent to the date the certificate calculating such Financial Covenant the covenants set forth in Sections 6.10 and 6.11 is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entitiesits capital, and and, in each casecase with respect to Holdings, 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 or the Borrower of the such Cure Right, the Financial Covenant calculation of EBITDA as used in the covenants set forth in Sections 6.10 and 6.11 shall be recalculated giving effect to a the following pro forma adjustment by which adjustments: (i) EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarterincreased, solely for the purpose of measuring the Financial Covenant covenants set forth in Sections 6.10 and 6.11 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenants set forth in Sections 6.10 and 6.11, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant covenants set forth in Sections 6.10 and 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 breach or default of the Financial Covenant covenants set forth in Sections 6.10 and 6.11 that had occurred shall be deemed cured for the purposes of this 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 Section 7.03, the Cure Amount utilized shall be no greater than the amount required for purposes of complying with the covenants set forth in Section 6.10 and 6.11.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0111.3(a), in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements requirement of the Financial Covenantcovenant set forth in Section 10.9, from the last day of the applicable fiscal quarter until the expiration of the 10th fifteenth (15th) Business Day subsequent after the date on which Section 9.1 Financials with respect to the date Test Period in which the certificate calculating covenant set forth in such Financial Covenant Section is being measured are required to be delivered pursuant to Section 5.04(c9.1 (the “Cure Period”), Holdings, the Borrower and Holdings or any Parent Entity other Person shall have the right to issue Permitted Cure Securities for make a direct or indirect equity investment (in the form of cash common equity or otherwise receive cash contributions in a form reasonably acceptable to the capital of such entities, and Administrative Agent) 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 the net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash (proceeds to the Borrower, the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant covenant set forth in such Section shall be recalculated recalculated, giving effect to a the pro forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustment by which to Consolidated EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, given solely for the purpose of measuring calculating the Financial Covenant covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercisedany Credit Document, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilitiesunless actually applied to Indebtedness, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the any Cure Right for determining compliance with the Financial Covenant Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted CashCash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other than, for future periods, with respect to adjustment under any portion other financial definition shall be made as a result of such the exercise of any Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Right. (b) If, after giving effect the exercise of the Cure Right and the recalculations pursuant to the adjustments in this Section 7.03clause (a) above, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 10.9 during such Test Period (including for the purposes of Section 7), the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant such 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 breach Default or default Event of the Financial Covenant Default under Section 11.3 that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) no more than one Cure Right may be exercised during the term of this Agreement and (ii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with the covenant set forth in Section 10.9. AMERICAS 111453311 (c) Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Revolving Credit Loans or terminate the Revolving Credit Commitments and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to a failure to comply with the requirement of the covenant set forth in Section 10.9 (it being understood that no Revolving Credit Lender shall be required to fund Revolving Credit Loans during any such Cure Period). (d) Notwithstanding anything to the contrary herein, if the Borrower fails to comply with the covenants set forth in Section 10.9 of this Agreement and Section 10.9 of the Senior Secured Credit Agreement for any Compliance Quarter, any exercise of a Cure Right (as defined in the Senior Secured Credit Agreement) pursuant to Section 11.13 thereof shall automatically be deemed to be an exercise of a Cure Right hereunder (which exercise shall be subject to this Section 11.13 in all respects).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenantcovenant set forth in Section 6.10, from during the last period beginning on the first day of following the applicable fiscal quarter (i.e., the last fiscal quarter in the period of non-compliance with the covenant set forth in Section 6.10) until the expiration of the 10th Business Day 15th day subsequent to the date the certificate calculating such Financial Covenant is required Compliance Certificate to be delivered pursuant to Section 5.04(c) for such fiscal quarter is required to be delivered (the “Cure Date”), Holdings, the Borrower and any Parent Entity Holdings shall have the right to issue Permitted use cash proceeds of any equity contribution (in the form of Qualified Capital Stock) to Holdings during such period (any such equity contribution to Holdings to exercise the Cure Securities for cash Right pursuant to this Section, a “Cure Contribution”) or otherwise receive cash contributions any issuance of Equity Interests by Holdings (other than any issuance of Disqualified Stock) during such period (any such Equity Interests issued by Holdings to exercise the capital of such entitiesCure Right pursuant to this Section, and “Cure Securities”) to make an equity contribution to, or purchase equity of, the Borrower in each case, to contribute any such cash to in the capital form of the Borrower Qualified Capital Stock (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 and written request to the Cure RightAdministrative Agent to effect such recalculation, the Financial Covenant covenant set forth in Section 6.10 shall be recalculated giving effect to a the following pro forma adjustment by which EBITDA adjustments: (i) Consolidated Revenue shall be increased with respect to for such applicable fiscal quarter (and any fourfour fiscal quarter-quarter period that contains includes such fiscal quarter), solely for the purpose of measuring the Financial Covenant covenant set forth in Section 6.10 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, and (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facilities, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash) (other than, for future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). Ifif, after giving effect to the adjustments in this Section 7.03foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant set forth in Section 6.10, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant covenant set forth in Section 6.10 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 breach or default of the Financial Covenant covenant set forth in Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement. (b) Notwithstanding anything herein to the contrary (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right may be exercised no more than four times, (iii) the Cure Amount shall be no greater than the amount required for purposes of causing the Borrower to comply with the covenant set forth in Section 6.10, (iv) subject to Section 2.11(j), the proceeds of a Cure Contribution or Cure Securities shall be used to prepay the outstanding Initial Term Loans (and 2016 Term Loans (and, with respect to any Incremental Loans, only to the extent agreed pursuant to Section 2.23(d)(iv)) on a pro rata basis (and, in each case and notwithstanding anything to the contrary in this Agreement, such prepayment shall not be subject to the Applicable Prepayment Premium) and the Loans shall be deemed repaid for the purposes of recalculating the covenant set forth in Section 6.10. (c) Upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th day subsequent to the date of required delivery of the related Compliance Certificate delivered pursuant to Section 5.04(c) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate payment of the Loans or terminate or suspend the Commitments nor take any other remedy pursuant to Section 7.01 or otherwise and neither the Collateral Agent nor any other Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an allegation of an Event of Default having occurred and being continuing under Section 7.01 due to failure by the Borrower to comply with the requirements of the covenant set forth in Section 6.10 for the applicable period. 9335/74326-004 current/38542033v9 [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.