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 and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its 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; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, but subject to Sections 7.03(b) and (c), for the purpose of determining whether an Event of Default under the Financial Covenants has occurred, Holdings may on one or more occasions designate any portion of the Net Proceeds from any sale of Qualified Equity Interests of Holdings or of any cash contribution to the capital of Holdings (which shall be in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements form of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrowercommon equity, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are subordinated debt on terms reasonably satisfactory to the Revolving Administrative Agent) for cash (or otherwise receive cash contributions from any other contribution to the capital or sale or issuance of the Borrower as cash common Equity Interests or any other Equity Interests (provided such other Equity Interests are on terms reasonably satisfactory to the Revolving Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant as an increase to Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustmentapplicable fiscal quarter; provided that: (ai) Consolidated EBITDA shall such amounts to be increased designated are actually received by Holdings (i) on or after the first Business Day of the applicable fiscal quarter and (ii) on or prior to the tenth (10th) day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter and (the “Cure Expiration Date”); (ii) such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any four Event of Default under the Financial Covenants as of such date; provided that if there is an Event of Default under both of the Financial Covenants, such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any Event of Default under both of the Financial Covenants as of such date; and (iii) the Borrower will have provided notice to the Revolving Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenants is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter period will be used and included when calculating Consolidated EBITDA for each Test Period that contains includes such fiscal quarter, solely . The parties hereby acknowledge that this Section 7.03(a) may not be relied on for the purpose purposes of measuring calculating any baskets or financial ratios other than as applicable to the Financial Performance Covenant Covenants (and may not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any other purpose covenant under this Agreement, by an Article VI) and may not result in any adjustment to any amounts (including the amount equal of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount; (b) if, after giving effect Amount was received other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding anything to the foregoing pro forma adjustment contrary contained in Section 7.01 and Section 7.02, (without giving effect to any portion x) upon designation of the Cure Amount on the balance sheet by Holdings in an amount necessary to cure any Event of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of Default under the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall Financial Covenants will be deemed to have satisfied the requirements of the Financial Performance Covenant and complied with 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, with the Financial Covenants and any Event of Default under the applicable breach or default Financial Covenants (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, (y) from and after the date that the Borrower delivers a written notice to the Revolving Administrative Agent that it intends to exercise its cure right under this Section 7.03 (a “Notice of Intent to Cure”) neither the Revolving Administrative Agent nor any Lender may exercise any rights or remedies under any Loan Document on the basis of any actual or purported Event of Default under the Financial Performance Covenant that had Covenants until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated and (z) no Lender or L/C Issuer shall be deemed cured for required to (but in its sole discretion may) make any Revolving Loan or make a L/C Credit Extension from and after such time as the purposes Revolving Administrative Agent has received the Notice of this Agreement; andIntent to Cure unless and until the Cure Amount is actually received. (cb) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least no more than two (2) fiscal quarters in which the Cure Right cure right set forth in Section 7.03(a) is not exercised, . (iic) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 7.03(a) are exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementFacilities.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.1, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the any Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerCondition Covenant, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following 15th day subsequent to the date on which the financial statements with respect to certificate calculating such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Financial Condition Covenant is required to be delivered pursuant to Section 5.01(a6.2(b) or Section 5.01(b(the “Cure Date”), the Borrower or any Parent Entity thereof Holdings shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right and request to the Administrative Agent to effect such recalculation, such Financial Performance Condition Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA EBITDAR shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the Financial Performance Covenant Condition Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the all Financial Performance Condition Covenants, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant Condition 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 Performance Covenant Condition Covenants that had occurred shall be deemed cured for the purposes of this Agreement; and. For the avoidance of doubt, from the date that a Permitted Investor delivers a notice to the Administrative Agent specifying its intent to exercise its Cure Right, until the expiration of the earlier of (i) the Cure Date and (ii) the date on which the Borrower shall be deemed to have satisfied the requirements of the Financial Condition Covenants as set out above, neither the Administrative Agent nor any Lender shall exercise any right to accelerate the Loans, terminate the Commitments or foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.1 unless the Administrative Agent is notified in writing that the payment of such Cure Amount will not be made or, by the Cure Date, Cure Amounts have been made but in an amount less than the amount necessary to cause the Loan Parties to be in compliance with the covenants set forth in Section 7.1. (cb) Notwithstanding anything herein to the contrary, (ia) in each four consecutive fiscal four-fiscal-quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (iib) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during the term of this Agreement, which the Cure Right shall is not be exercised more than five timesexercised, (iiic) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof Condition Covenants, (d) no Indebtedness repaid with the proceeds of Permitted Cure Securities shall not be deemed to be a repaid for the purposes of calculating the ratios specified in Section 7.1(a) or (b) for the period during which such Permitted Cure Amount and Securities were issued, (ive) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI Section 7 and (f) the Cure Right may be exercised no more than five times during the term of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries fail to comply with the requirements of the either Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, then at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bii) if, after giving effect to the 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 Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance 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 Performance Covenant Covenants that had occurred shall be deemed cured for the purposes of this Agreement; andprovided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term life of this Agreement, the Cure Right shall not be exercised more than five times, four 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 Financial Performance Covenant Covenants and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-ratio based conditions or tests, pricing or any available basket under Article VI 6 of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries Parties fail (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerCovenant, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following tenth day subsequent to the date on which (i) the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Required Financial Statements are required to be delivered pursuant to Section 5.01(a5.04(a) or Section 5.01(b(b) and (ii) the Financial Performance Covenant is required to be tested (the “Cure Expiration Date”), the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests equity (or other Equity Interests (provided such other Equity Interests are equity reasonably satisfactory to the Administrative Agent) capital of such Parent Entity, 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 the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by the Borrower such Parent Entity of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustment: (a) adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal 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, by an amount equal to the Cure Amount; . 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 fiscal quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and the Cure Right may not be exercised more than five times during the term of this Agreement. For purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and no effect shall be given to the Cure Amount (bincluding any prepayment of Indebtedness with the Cure Amount) ifother than the recalculation of Consolidated EBITDA pursuant to this Section 7.02. If, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)adjustments in this Section 7.02, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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 and any related default that had occurred shall be deemed cured for the purposes of this Agreement; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI 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 and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of Covenant, from the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Test Period until the expiration of the 10th fifteenth Business Day following after the date on which the financial statements with respect to the Test Period in which such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) covenant is being measured are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b)6.01, the Borrower or may designate any Parent Entity thereof shall have direct equity investment in the right to issue Borrower in cash in the form of common Equity Interests (or other Qualified Equity Interests (provided such other Equity Interests are of the Borrower reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to made during the capital Test Period until the end of the Borrower such time period as cash common Equity Interests or other Equity Interests a Cure Amount (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds corresponding to the Net Proceeds exercise of such issuance that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (ax) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the existence of a Default or an Event of Default under the Financial Performance Covenant 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 Loan Document (including, by an without limitation, for purposes of determining pricing, mandatory prepayments and the availability or amount equal permitted pursuant to any covenant under Article VII) for the quarter with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.09 and no Cure Amounts will reduce (or count towards) the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio for purposes of any calculation thereof, in each case, for the fiscal quarter with respect to which such Cure Right was exercised, except that with respect to fiscal quarters thereafter, such reduction may apply but only to the Cure Amount;extent the proceeds are actually applied to prepay Indebtedness pursuant to Section 2.05(a). (b) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion exercise of the Cure Amount on Right and the balance sheet of the Borrower and its Restricted Subsidiaries with respect recalculations pursuant to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)clause (a) above, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant during such Test Period (including for purposes of Section 4.03), the Borrower and its 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 Default or default Event of the Financial Performance Covenant Default under Section 8.01 that had occurred shall be deemed cured for cured; provided that (i) the purposes of this Agreement; and Cure Right may be exercised on no more than five (c5) Notwithstanding anything herein to the contraryoccasions, (iii) in each four consecutive fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, and (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the Financial Performance Covenant and any amounts Covenant. (c) Notwithstanding anything in excess thereof this Agreement to the contrary, following the delivery by the Borrower of a written notice to the Administrative Agent of its intent to exercise the Cure Right (x) the Lenders shall not be deemed permitted to be exercise any rights then available as a result of an Event of Default under this Article VIII on the basis of a breach of the Financial Covenant so as to enable the consummation of the Cure Amount Right as permitted under this Section 8.05 and (ivy) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit Extension and the L/C Issuers shall not be required to make any L/C Credit Extension unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementCovenant.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Borrower and its Restricted Subsidiaries fail fails (or, but for the operation of this Section 8.02, would fail) to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerCovenant, at any time after the beginning of such fiscal quarter until the expiration of the 10th tenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Required Financial Statements are required to be delivered pursuant to Section 5.01(a5.04(1) or Section 5.01(b)(2) for the applicable fiscal quarter, the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests Permitted Cure Securities for cash (provided that, if such other Equity Interests Permitted Cure Securities are not in the form of common equity, the terms of such Permitted Cure Securities must be reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as Borrower, and, in each case, to contribute any such cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) capital of the Borrower (collectively, the “Cure Right”)) and, and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustment: (a) adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period Test 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; (b) if. 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 and there shall be no pro forma or other reduction in Indebtedness from the application of a Cure Amount for purposes of calculating the Financial Performance Covenant unless such Cure Amount is actually applied to prepay Indebtedness. In each four fiscal quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised and the Cure Right may not be exercised more than five times during the term of this Agreement and, for purposes of this Section 8.02, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant. If, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)adjustments in this Section 8.02, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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 and any related default that had occurred shall be deemed cured for the purposes of this Agreement; and (c) . Notwithstanding anything herein to the contraryforegoing, (i) in each four consecutive fiscal quarter period after the occurrence of an Event of Default under the Financial Performance Covenant, the Borrower 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 shall not be exercised more than five times, (iii) able to request the Cure Amount shall be no greater than the amount required for purposes making of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew the issuance or extend renewal of any Letter of Credit unless and until receipt by the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Parent Borrower and its the Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Parent Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to to Section 5.01(a5.01 (a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute through its subsidiaries of which the Parent Borrower is a subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a1) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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;; and (b2) if, after giving effect to the 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 Parent Borrower and its Restricted Subsidiaries Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Parent Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Parent Borrower and its 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; and; (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Parent Borrower 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 shall not be exercised more than five times, 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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or testsconditions, pricing or any available basket under Article VI of this AgreementAgreement 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. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrowerfinancial covenants set forth in Sections 6.11 and 6.12, at any time after the beginning of such fiscal quarter if then in effect, until the expiration of the 10th tenth Business Day following subsequent to the date on which the financial statements certificate calculating compliance with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Sections 6.11 and 6.12 is required to be delivered pursuant to Section 5.01(a5.01(c) or Section 5.01(b(such required date, the “Delivery Deadline” and the tenth Business Day thereafter, the “Cure Deadline”), the shareholders of the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory contribute cash to the Administrative Agent) for cash or otherwise receive cash contributions to the capital equity of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory in an aggregate amount equal to the Administrative Agent) amount necessary to cure the relevant failure to comply with Sections 6.11 and 6.12 (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by the shareholders of the Borrower of such Cure Right such Financial Performance Covenant Right, the Total Net Leverage Ratio and the Interest Coverage Ratio shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA for shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the Financial Performance Covenant compliance with Sections 6.11 and 6.12 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bii) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsTotal Net Leverage Ratio and Interest Coverage Ratio under Sections 6.11 and 6.12, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant Total Net Leverage Ratio and Interest Coverage Ratio 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 Sections 6.11 and 6.12 that had occurred shall be deemed cured for this purpose under this Agreement. (b) Upon receipt by the Administrative Agent of written notice on the Delivery Deadline that the Borrower intends to exercise the Cure Right in respect of such Fiscal Quarter or Fiscal Year, the Lenders shall not be permitted to accelerate the Loans held by them, exercise remedies against the Collateral or any other rights and remedies under any of the Loan Documents that are available during the continuance of an Event of Default on the basis of a failure to comply with the requirements of the financial covenants set forth in Sections 6.11 and 6.12, unless such failure is not cured by the Borrower’s receipt of the Cure Amount on or prior to the Cure Deadline; provided that, during such period until the Cure Amount has been received by the Borrower as provided above, a Default in respect of such failure to comply with Sections 6.11 and 6.12 shall continue to exist for all purposes of this Agreement; andAgreement and the other Loan Documents. (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter four-Fiscal Quarter period of the Borrower there shall be at least two fiscal quarters Fiscal Quarter in which the Cure Right is not exercised, exercised and (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) times during the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI term of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Parent Borrower and its the Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Parent Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute through its subsidiaries of which the Parent Borrower is a subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a1) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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;; and (b2) if, after giving effect to the 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 Parent Borrower and its Restricted Subsidiaries Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Parent Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Parent Borrower and its 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; and; (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Parent Borrower 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 shall not be exercised more than five times, 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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or testsconditions, pricing or any available basket under Article VI of this AgreementAgreement 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 7.018.01(b), in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements requirement of the Financial Performance Covenant as of the last day of any Test Period, the Borrower shall have the right, during the period beginning at the start of any fiscal quarter in which the Borrower determines that a breach of the BorrowerFinancial Covenant may occur, at any time after the beginning of such fiscal quarter until the expiration of the 10th tenth Business Day following (the “Cure Period”) after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on applicable Test Period in which the last day of such fiscal quarter) Financial Covenant is being measured are required to be delivered pursuant to Section 5.01(a) 6.01, to receive a direct or Section 5.01(b), indirect equity investment in cash in the Borrower or any Parent Entity thereof shall have the right to issue form of common Equity Interests Capital Stock (or other Equity Interests (provided such other Equity Interests are Qualified Capital Stock reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Revolver Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds pursuant to the Net Proceeds exercise of such issuance that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided, that (ax) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the existence of a Default or an Event of Default under the Financial Performance Covenant 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 Loan Document (including for purposes of determining pricing, by an mandatory prepayments and the availability or amount equal permitted pursuant to any covenant under Article VII) for the quarter with respect to which such Cure Amount;Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.07 and no Cure Amounts will reduce (or count towards) the Consolidated First Lien Secured Leverage Ratio or the Consolidated Total Leverage Ratio for purposes of any calculation thereof for the fiscal quarter with respect to which such Cure Right was exercised. (b) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion exercise of the Cure Amount on Right and the balance sheet of the Borrower and its Restricted Subsidiaries with respect recalculations pursuant to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)clause (a) above, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant during such Test Period (including for purposes of Section 4.02), the Borrower and its 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 Default or default Event of the Financial Performance Covenant Default under Section 8.01 that had occurred shall be deemed cured for cured; provided, that (i) the purposes Cure Right may be exercised on no more than five (5) occasions, (ii) in each four consecutive fiscal quarter period, there shall be no more than two fiscal quarters in respect of this Agreement; andwhich the Cure Right is exercised, and (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 Borrower to be in compliance with the Financial Covenant. (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period prior to the expiration of the Borrower there shall be at least two fiscal quarters in which Cure Period (x) the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right Lenders shall not be exercised more than five times, permitted to exercise any rights then available as a result of an Event of Default under Article VII on the basis of a breach of the Financial Covenant so as to enable the Borrower to consummate its Cure Rights as permitted under this Section 8.05(c) and (iiiy) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Revolving Credit Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit Extension unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementCovenant.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Borrower and its Restricted Subsidiaries Co-Borrowers fail to comply with the requirements of the Financial Performance Covenant (if applicable) as of the last day of any applicable fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter (but, in any event, after the Effective Date) until the expiration of the 10th tenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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;; and (bii) if, after giving effect to the 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 Holdings and the Borrower and its Restricted Subsidiaries Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Borrower and its Restricted Subsidiaries Holdings shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its Restricted Subsidiaries 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; andprovided that Holdings shall have notified the Administrative Agent of the exercise of such Cure Right within five Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement. For the avoidance of doubt, no Cure Amounts shall be applied to reduce the Indebtedness of Holdings and the Restricted Subsidiaries on a Pro Forma Basis for purposes of determining compliance with the Financial Performance Covenants for the fiscal quarter in which such Cure Right was made (provided that 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 solely 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 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its 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; and (c) Notwithstanding notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, times and (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerMaintenance Covenants described in Section 6.13(a) and Section 6.13(b), at any time after from the beginning first day of such fiscal applicable quarter until the expiration of the 10th fifteenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, the Borrower (or any Parent Entity thereof thereof) shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgent (but excluding Disqualified Equity Interests) (each such issuance taken pursuant and in accordance with this Section 7.02, a “Specified Equity Issuance”) for cash or otherwise receive cash contributions to (or in the capital case of any other Parent Entity, receive equity interests in the Borrower for its cash contributions to) the Equity Interests (other than Disqualified Equity Interests) of the Borrower as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) , in each case, which are contributed to the Borrower in the form of cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the Financial Performance Maintenance Covenant shall be recalculated giving pro form effect to the following pro forma adjustment: (ai) Consolidated EBITDA and/or Consolidated Cash EBITDA shall be increased with respect to such applicable fiscal quarter with respect to which such Cure Amount is received by the Borrower and any four fiscal quarter period Test Period that contains includes such fiscal quarter, solely for the purpose of measuring the applicable Financial Performance Covenant Maintenance Covenant(s) and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount and (ii) with respect to the LTV Covenant, Consolidated Total Net Debt shall be reduced by the portion of the Cure Amount that is actually applied to prepay such Indebtedness; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculation, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the applicable Financial Performance CovenantsMaintenance Covenant(s), the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the applicable Financial Performance Covenant Maintenance Covenant(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 applicable Financial Performance Covenant Maintenance Covenant(s) that had occurred shall be deemed cured for the purposes of this Agreement; and; (c) Notwithstanding upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the fifteenth Business Day following the date on which financial statements for the fiscal quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b)(i), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Commitments, and none of the Administrative Agent (nor any sub-agent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant failure to comply with Section 6.13; (d) there shall be no pro forma or other reduction of the amount of Consolidated Total Net Debt (by netting or otherwise) by the amount of the applicable Cure Amount for purposes of determining compliance with Section 6.13(a) in the fiscal quarter in respect of which the Cure Right was exercised; provided that, any portion of such Cure Amount that is actually applied to repay Indebtedness or “netted” against such Indebtedness shall reduce Consolidated Total Net Debt in future Test Periods which include such fiscal quarter; (e) notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least no more than two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, 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 applicable Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsMaintenance Covenant(s). Notwithstanding any other provision in this Agreement to the contrary, during any Test Period in which any Cure Amount is included in the calculation of Consolidated EBITDA and/or Consolidated Cash EBITDA as a result of any exercise of the Cure Right, the Cure Amount received pursuant to any exercise of the Cure Right shall be (A) counted solely as an increase to Consolidated EBITDA and/or Consolidated Cash EBITDA for the purpose of determining compliance with the applicable Financial Maintenance Covenant(s) and (B) disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or testsprovisions, pricing Applicable Rate or any available basket under Article VI of this Agreement; and (f) no Revolving Lender, Swingline Lender or Issuing Bank shall make any Revolving Loan or Swingline Loan or to issue any Letter of Credit from and after such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received by the Borrower.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01(b), in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of Covenants, from the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Test Period until the expiration of the 10th fifteenth Business Day following after the date on which the financial statements with respect to the Test Period in which such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) covenant is being measured are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b)6.01, the Borrower or may designate any Parent Entity thereof shall have direct equity investment in the right to issue Borrower in cash in the form of common Equity Interests (or other Qualified Equity Interests (provided such other Equity Interests are of the Borrower reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to made during the capital Test Period until the end of the Borrower such time period as cash common Equity Interests or other Equity Interests a Cure Amount (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds corresponding to the Net Proceeds exercise of such issuance that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by the Borrower of such Cure Right such Financial Performance Covenant Covenants shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (ax) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the existence of a Default or an Event of Default under the Financial Performance Covenant Covenants 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 Loan Document (including, by an without limitation, for purposes of determining pricing, mandatory prepayments and the availability or amount equal permitted pursuant to any covenant under Article VII) for the quarter with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.09 and no Cure Amounts will reduce (or count towards) the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio for purposes of any calculation thereof, in each case, for the fiscal quarter with respect to which such Cure Right was exercised, except that with respect to fiscal quarters thereafter, such reduction may apply but only to the Cure Amount;extent the proceeds are actually applied to prepay Indebtedness pursuant to Section 2.05(a). (b) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion exercise of the Cure Amount on Right and the balance sheet of the Borrower and its Restricted Subsidiaries with respect recalculations pursuant to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)clause (a) above, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenants during such Test Period (including for purposes of Section 4.02), the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance 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 Default or default Event of the Financial Performance Covenant Default under Section 8.01 that had occurred shall be deemed cured for cured; provided that (i) the purposes of this Agreement; and Cure Right may be exercised on no more than five (c5) Notwithstanding anything herein to the contraryoccasions, (iii) in each four consecutive fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, and (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the Financial Performance Covenant and any amounts Covenants. (c) Notwithstanding anything in excess thereof this Agreement to the contrary, following the delivery by the Borrower of a written notice to the Administrative Agent of its intent to exercise the Cure Right (x) the Lenders shall not be deemed permitted to be exercise any rights then available as a result of an Event of Default under this Article VIII on the basis of a breach of the Financial Covenants so as to enable the consummation of the Cure Amount Right as permitted under this Section 8.05 and (ivy) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit Extension and the L/C Issuers shall not be required to make any L/C Credit Extension unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrowerfinancial covenants set forth in Sections 6.11 and 6.12, at any time after the beginning of such fiscal quarter if then in effect, until the expiration of the 10th tenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are a Compliance Certificate is required to be delivered pursuant to Section 5.01(a5.01(c) or Section 5.01(b(such required date, the “Delivery Deadline” and the tenth Business Day thereafter, the “Cure Deadline”), the shareholders of the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory contribute cash to the Administrative Agent) for cash or otherwise receive cash contributions to the capital equity of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory in an aggregate amount equal to the Administrative Agent) amount necessary to cure the relevant failure to comply with Sections 6.11 and 6.12 (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by the shareholders of the Borrower of such Cure Right such Financial Performance Covenant Right, the Total Net Leverage Ratio and the Interest Coverage Ratio shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA for the period in which the Cure Amount is being applied shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring compliance with Sections 6.11 and 6.12 as of the Financial Performance Covenant last day of such period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bii) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsTotal Net Leverage Ratio and Interest Coverage Ratio under Sections 6.11 and 6.12, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant Total Net Leverage Ratio and Interest Coverage Ratio 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 Sections 6.11 and 6.12 that had occurred shall be deemed cured for this purpose under this Agreement. (b) Upon receipt by the Administrative Agent of written notice on the Delivery Deadline that the Borrower intends to exercise the Cure Right in respect of such Fiscal Quarter or Fiscal Year, the Lenders shall not be permitted to accelerate the Loans held by them, exercise remedies against the Collateral or any other rights and remedies under any of the Loan Documents that are available during the continuance of an Event of Default on the basis of a failure to comply with the requirements of the financial covenants set forth in Sections 6.11 and 6.12, unless such failure is not cured by the Borrower’s receipt of the Cure Amount on or prior to the Cure Deadline; provided that, during such period until the Cure Amount has been received by the Borrower as provided above, a Default in respect of such failure to comply with Sections 6.11 and 6.12 shall continue to exist for all purposes of this Agreement; andAgreement and the other Loan Documents. (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter four-Fiscal Quarter period of the Borrower there shall be at least two fiscal quarters (2) Fiscal Quarters in which the Cure Right is not exercised, exercised and (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) times during the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI term of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that if the Borrower and its Restricted Subsidiaries fail to comply with the requirements determines that an Event of the Financial Performance Covenant as of the last day Default in respect of any fiscal quarter of Financial Covenant has occurred or may occur, during the Borrower, at any time period commencing after the beginning of such the last fiscal quarter until the expiration of the 10th included in such Test Period and ending 15 Business Day following Days after the date on which the financial statements are required to be delivered hereunder with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b“Cure Expiration Date”), a Designated Equity Contribution may be made to the Borrower or any Parent Entity (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof shall have the right be deemed to issue common Equity Interests or other Equity Interests (increase Consolidated EBITDA with respect to such applicable quarter; provided that such other Equity Interests net cash proceeds are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of actually received by the Borrower as cash common Equity Interests or other Equity Interests equity (provided including through capital contribution of such other Equity Interests are reasonably satisfactory net cash proceeds to the Administrative AgentBorrower) (collectively, during the “Cure Right”), and upon period commencing after the receipt beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Expiration Date. The parties hereby acknowledge that this Section 7.02(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenants. Notwithstanding anything to the contrary contained in Section 7.01, (A) upon designation of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise Designated Equity Contribution by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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 in an amount equal necessary to the Cure Amount; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to cure any portion Event of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with Default in respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)Financial Covenant, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall such covenant will be deemed to have satisfied the requirements of the Financial Performance Covenant and complied with 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 with such datecovenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the applicable breach or default of date that the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) Notwithstanding anything herein Borrower delivers a written notice to the contraryAdministrative Agent that it intends to exercise its cure right under this Section 7.02 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 7.01 (or under any other Loan Document) with respect to the quarter for which a Notice of Intent to Cure has been provided (and any other Default as a result thereof), but the Borrower shall not be permitted to borrow Revolving Loans or Swing Line Loans or make any request for an L/C Credit Extension, until and unless the Cure Expiration Date has occurred without the Designated Equity Contribution having been made. (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least two fiscal quarters in which the Cure Right no Designated Equity Contribution is not exercisedmade, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount amount of any Designated Equity Contribution shall be no greater more than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower to be in Pro Forma Compliance with the Financial Covenants for any applicable period, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Designated Equity Contribution for determining compliance with the Financial Covenants for the fiscal quarter with respect to which such Designated Equity Contribution was made; provided that to the extent such proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent fiscal quarter and (v) other than as set forth in the proviso to clause (iv) above, the foregoing may not be relied on for purposes of calculating any financial ratios other than compliance with the Financial Covenants and shall not result in any adjustment to any “baskets” or other amounts other than the amount of Consolidated EBITDA referred to in clause (a) above. (c) Notwithstanding anything to the contrary set forth in this Agreement, if a Designated Equity Contribution is made, the Borrower and its Restricted Subsidiaries will be prohibited from making any Restricted Payments pursuant to be Section 6.05(i) or make any Investment in an Unrestricted Subsidiary until the Borrower is in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise Covenants as of the Cure Right shall be disregarded for purposes last day of determining a Test Period following the Available Amount, the Available making of such Designated Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementContribution (without giving effect to such Designated Equity Contribution).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries reasonably expect to fail (or have failed) to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of such the last fiscal quarter of such Test Period until the expiration of the 10th 15th Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year Fiscal Year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), as applicable (the “Cure Deadline”), the Borrower (or any Parent Entity thereof thereof) shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any Parent Entity of the Borrower receive Equity Interests in the Borrower for its capital contributions to) the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) equity (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Cash Proceeds of such issuance that are not otherwise applied or contribution (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period Test Period that contains such fiscal quarter, solely for the purpose of measuring the Consolidated First Lien Leverage Ratio for purposes of the Financial Performance Covenant and and, subject to clause (c) below, not for any other purpose under this Agreement, by an amount equal to the Cure Amount (but not in excess of the Necessary Cure Amount); (bii) if, after giving effect to the 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 with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any IndebtednessSubsidiaries), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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; and (ciii) Consolidated Debt with respect to any Test Period subsequent to the Test Period for which the Cure Amount is deemed applied that includes such fiscal quarter with respect to which such Cure Amount is received by the Borrower shall be decreased solely to the extent proceeds of the Cure Amount are applied to prepay any Indebtedness (provided that any such Indebtedness so prepaid shall be a permanent repayment of such Indebtedness and termination of commitments thereunder) included in the calculation of Consolidated Debt. (b) Notwithstanding anything herein to the contrary, , (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, , (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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial statements are required to be a delivered for such fiscal quarter, then the Cure Amount and shall be equal to the amount reasonably determined by the 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) 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 in which such Cure Amount increased the Consolidated EBITDA pursuant to clause (a)(i) above, and (v) upon receipt by the Administrative Agent of written notice, prior to the expiration of the 15th Business Day subsequent to the due date for delivery of the relevant financial statements pursuant to Section 5.01(a) or (b) (the “Anticipated Cure Deadline”) that the Borrower is considering the exercise of the Cure Right, the Lenders shall not be permitted to exercise any remedies under Section 7.01 or otherwise under the Loan Documents, including accelerating 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 until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline (it being understood and agreed that no Revolving Lender or Issuing Bank shall be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and Extension until the Borrower has received failure to comply with the requirements of the Financial Covenant shall have been cured pursuant to the exercise of the Cure Amount required Right on or prior to cause the Borrower and the Restricted Subsidiaries to be Anticipated Cure Deadline (or waived in compliance accordance with the Financial Performance CovenantsSection 9.02)). Notwithstanding any other provision in this Agreement to the contrary, but subject to clause (c) below, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-ratio based conditions or testscondition, pricing or any available basket under Article VI of this Agreement. (c) Notwithstanding anything herein to the contrary, 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, the Available Amount or the Available Equity Amount and any pricing provisions and (ii) less than the Necessary Cure Amount, then not later than the applicable Cure Deadline, the Borrower must receive the cash proceeds of Permitted Cure Securities or a cash capital contribution to the Borrower, which cash common equity proceeds received by Borrower shall be equal to the shortfall between such Expected Cure Amount and such Necessary Cure Amount.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerFinancial Performance Covenant Test Period, then at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b) (the “Cure Deadline”), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are (which Net Proceeds may not otherwise applied be included in the calculation of the Cumulative Credit) (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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;; and (bii) if, after giving effect to the 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 Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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; andprovided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right (a “Cure Notice”) within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (ciii) Notwithstanding anything to the contrary, (i) neither the Administrative Agent nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Commitments, and none of the Administrative Agent, nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant Event of Default under Section 7.01(d); and (ii) no Revolving Lender, Swingline Lender or Issuing Bank shall be required to make any Loans or issue any Letter of Credit from and after such time as the Administrative Agent has received the Cure Notice unless and until the Cure Amount is actually received on or prior to the Cure Deadline; (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term life of this Agreement, the Cure Right shall not be exercised more than five times, four 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 Financial Performance Covenant with respect to the applicable fiscal quarter and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-ratio based conditions or tests, pricing or any available basket under Article VI 6 of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Holdings and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a5.01(a)(i) or Section 5.01(b5.01(b)(i), the Borrower Holdings or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower Holdings and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower Holdings and its 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; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower Holdings has received the Cure Amount required to cause the Borrower Holdings and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, If Project Company defaults in the performance of any of its obligations under the Agreement, or upon the occurrence or non-occurrence of any event that or condition under the Borrower and its Restricted Subsidiaries fail to comply Agreement which would immediately or with the requirements of the Financial Performance Covenant as of the last day passage of any fiscal quarter applicable grace period or the giving of notice, or both, enable SCE to terminate or suspend its performance under the BorrowerAgreement (an “Agreement Default”), at any time after SCE will not terminate or suspend its performance under the beginning Agreement until it first gives written notice of such fiscal quarter until Agreement Default to Collateral Agent and affords Collateral Agent the right to cure such Agreement Default within the applicable cure period under the Agreement, which cure period shall run concurrently with that afforded Project Company under the Agreement. In addition, if Collateral Agent gives SCE written notice prior to the expiration of the 10th applicable cure period under the Agreement of Collateral Agent’s intention to cure such Agreement Default (which notice shall include a reasonable description of the time during which it anticipates to cure such Agreement Default) and is diligently proceeding to cure such Agreement Default, notwithstanding the applicable cure period under the Agreement, Collateral Agent shall have a period of sixty (60) days (or, if such Agreement Default is for failure by the Project Company to pay an amount to SCE which is due and payable under the Agreement other than to provide Agreement Collateral, thirty (30) days, or, if such Agreement Default is for failure by Project Company to provide Agreement Collateral, [__ (__)] Business Day following Days) from the date on which Collateral Agent’s receipt of the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day notice of such fiscal quarter) are required Agreement Default from SCE to be delivered pursuant to Section 5.01(a) or Section 5.01(b)cure such Agreement Default; provided, the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectivelyhowever, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall if possession of the Project is necessary to cure any such non-monetary Agreement Default and Collateral Agent has commenced foreclosure proceedings within sixty (60) days after notice of the Agreement Default and is diligently pursuing such foreclosure proceedings, Collateral Agent will be increased with respect allowed a reasonable time, not to exceed one hundred eighty (180) days after the notice of the Agreement Default, to complete such applicable fiscal quarter proceedings and any four fiscal quarter period that contains cure such fiscal quarterAgreement Default, 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; (b) ifif Collateral Agent is prohibited from curing any such Agreement Default by any process, after giving effect to the foregoing pro forma adjustment (without giving effect to stay or injunction issued by any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its 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 Governmental Authority or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of bankruptcy or insolvency proceeding or other similar proceeding involving Project Company, then the Cure Right time periods specified herein for curing an Agreement Default shall be disregarded extended for purposes the period of determining such prohibition, so long as Collateral Agent has diligently pursued removal of such process, stay or injunction. Collateral Agent shall provide SCE with reports concerning the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI status of this Agreementefforts to cure an Agreement Default upon SCE’s reasonable request.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.0111.01, in the event that Borrower fails (or, but for the Borrower and its Restricted Subsidiaries fail operation of this Section 11.03, would fail) to comply with the requirements of the Financial Performance Covenant Covenant, as of the last day of any fiscal quarter of the Borrowerin which such Financial Performance Covenant is required to be tested, at any time after the beginning last day of such fiscal quarter until the expiration of the 10th day that is 10 Business Day following Days after the date on which the that financial statements with respect to for such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Fiscal Quarter are required to be delivered pursuant to Section 5.01(a9.01(b) or Section 5.01(b9.01(c), the Borrower or any Parent Entity thereof shall have the right (the “Cure Right”) to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) Qualified Capital Stock for cash or otherwise receive cash contributions in respect of Qualified Capital Stock which is promptly contributed to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”)Borrower, and upon the receipt thereupon such Financial Performance Covenant shall be recalculated by increasing Consolidated EBITDA by the Borrower of the Net Proceeds of such issuance that are not otherwise applied amount (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased Specified Equity Contribution with respect to such applicable fiscal quarter and any four fiscal four-quarter period that contains such fiscal quarter; provided that, (a) in each 4 consecutive fiscal quarter period, there shall be no more than 2 fiscal quarters in which a Specified Equity Contribution is made, (b) no more than 5 Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in compliance with the Financial Performance Covenant, (d) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 10.12 for the fiscal quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), and (e) any adjustment on a pro forma basis to Consolidated EBITDA resulting from any Specified Equity Contribution shall be counted as Consolidated EBITDA solely for the purpose purposes of measuring determining compliance with the Financial Performance Covenant and shall not be included for any other purpose under this Agreement, by an amount equal to (including for purposes of determining the Cure Amount; (bApplicable Margin or any financial ratio-based conditions or any “baskets”) ifduring any fiscal quarter in which the pro forma adjustment applies. If, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the adjustments in this paragraph, Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following (the “Cure Expiration Date”) subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower Holdings and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount actually applied to any repayment of any Indebtedness), the Borrower Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower Holdings and its 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; and (c) Notwithstanding notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings 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 shall not be exercised more than five times, (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 both Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) there shall be no pro forma reduction in Indebtedness with the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter proceeds of Credit unless and until the Borrower has received exercise of the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in Right for determining compliance with the Financial Performance CovenantsCovenant for the fiscal quarter in respect of which such Cure Right is exercised except as a result of a prepayment of Indebtedness with the proceeds of the exercise of the Cure Right actually applied to any repayment of Indebtedness. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or testsconditions, pricing or any available basket under Article VI of this AgreementAgreement 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 (a) Solely for purposes of determining compliance with the Financial Covenant, on or prior to the contrary contained in Section 7.01, in the event day that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time is ten (10) Business Days after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date day on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b8.1 for any fiscal quarter (the “Equity Cure Period”), the Borrower Sponsors, any of their Affiliates or any Parent Entity thereof other Persons shall have the right to issue make an equity investment (which equity shall be common equity or Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory Interests) in Holdings in cash, which Holdings shall subsequently contribute to U.S. Holdings, and U.S. Holdings shall contribute to the Administrative Agent) for cash Borrower on or otherwise receive cash contributions prior to the capital expiration of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains Period for such fiscal quarter, solely and such cash will, if so designated by the Borrower, be included in the calculation of Consolidated EBITDA for the purpose purposes of measuring determining compliance with the Financial Performance Covenant at the end of such fiscal quarter and not for the subsequent three fiscal quarters (any other purpose under this Agreementsuch equity contribution so included in the calculation of Consolidated EBITDA, by an amount equal to the Cure Amount; a “Specified Equity Contribution”); provided that (a) there shall be no more than two (2) quarters in each four (4) consecutive fiscal quarter period in respect of which a Specified Equity Contribution is made, (b) if, after giving effect the amount of any Specified Equity Contribution shall be no more than the amount required to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of cause the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant on a Pro Forma Basis, the Borrower and its 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; and (c) Notwithstanding anything herein to the contrary, no more than five (i5) in each four consecutive fiscal quarter period of the Borrower there Specified Equity Contributions shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) made during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iiid) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right all Specified Equity Contributions shall be disregarded for purposes of any financial ratio determination under this Agreement other than for determining compliance with the Financial Covenant (and will not be credited as an addition to the Available AmountAmount or Excluded Contribution) and (e) there shall be no reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter for which such Specified Equity Contribution was made. (b) Upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the last day of the Equity Cure Period, neither the Available Equity Amount, Administrative Agent nor any financial ratio-based conditions Lender shall exercise any rights or tests, pricing remedies under this Section 11 (or any rights and remedies under any other Loan Document that are available basket under Article VI during the continuance of this Agreementan Event of Default) on the basis of any failure to comply with the Financial Covenant until the expiration of the Equity Cure Period.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in In the event that Sublessor defaults in the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day performance or observance of any fiscal quarter of Sublessor's obligations under the BorrowerMaster Lease, at Master Lessor agrees that Sublessee shall have the right, but not the obligation, on behalf of Sublessor to cure any default, of which Sublessee has notice, within the time after available to Sublessor to cure any such default under the beginning of Master Lease, and Master Lessor shall accept such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b)cure from Sublessee. In addition, the Borrower or any Parent Entity thereof Sublessee shall have the right to issue common Equity Interests pay directly to Master Lessor all rent and other sums owing by Sublessee to Sublessor under the Sublease which are also owed by Sublessor to Master Lessor under the Master Lease if (i) Sublessee reasonably believes that Sublessor has failed to make any payment required to be made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to provide adequate proof of payment within two (2) business days after Sublessee's written demand requesting such proof, or other Equity Interests (provided such other Equity Interests are ii) Sublessee reasonably believes that Sublessor will fail to make any payment required to be made by Sublessor to Master Lessor under the Master Lease and Sublessor fails to provide assurance of future performance in form reasonably satisfactory to the Administrative AgentSublessee within two (2) for cash or otherwise receive cash contributions business days after Sublessee's written demand requesting such assurance. Any sums paid directly by Sublessee to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant Master Lessor in accordance with this paragraph shall be recalculated giving effect credited toward the amounts payable by Sublessee to Sublessor under the following pro forma adjustment: (a) Consolidated EBITDA Sublease. In the event Sublessee tenders payment directly to Master Lessor in accordance with this paragraph and Master Lessor refuses to accept such payment, Sublessee shall be increased have the right to deposit such funds in an account with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely a national bank for the purpose benefit of measuring the Financial Performance Covenant Master Lessor and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its 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 dateSublessor, and the applicable breach or default deposit of the Financial Performance Covenant that had occurred such funds in such an account shall be deemed cured for the purposes of discharge Sublessee's obligation under this Agreement; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required Sublease to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be payment in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreementquestion.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Holdings and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower Holdings or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower Holdings and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower Holdings and its 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; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower Holdings has received the Cure Amount required to cause the Borrower Holdings and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th 15th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower as applicable, Holdings or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings or any Parent Entity as cash common equity or other Equity Interests in a form reasonably acceptable to the Administrative Agent (which Holdings or such Parent Entity shall contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount, (iv) there shall be no pro forma reduction in Indebtedness (by netting or otherwise) with the proceeds of the Cure Amount for determining compliance with the Financial Performance Covenant for the fiscal quarter for which such Cure Amount is deemed applied, except to the extent that such proceeds are actually applied to repay Indebtedness and (ivv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsCovenant. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01: (a) For the purpose of determining whether a Financial Covenant Event of Default has occurred, in the event that the Administrative Borrower and its Restricted Subsidiaries fail to comply with the requirements may on one or more occasions designate any portion of the Financial Performance Covenant as net cash proceeds from a sale or issuance of Qualified Equity Interests of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Parent Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory cash contribution to the Administrative Agent) for cash or otherwise receive cash contributions to the common capital of the Parent Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter; provided that (A) the Cure Amount (i) is actually received by the Parent Borrower on or before the later of (x) the fifteenth (15th) calendar day after the date on which the Compliance Certificate pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall Section 6.02(a) is required to be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased delivered with respect to such applicable fiscal quarter or fiscal year, as applicable, and (y) the fifteenth (15th) calendar day after the beginning of the Compliance Period that required the Parent Borrower to comply with the covenant set forth in Section 7.11 (such later date, the “Cure Expiration Date”) and (ii) does not exceed the aggregate amount necessary to cure any four Financial Covenant Event of Default as of such date and (B) the Administrative Borrower shall have provided advance notice (the “Notice of Intent to Cure”) to the Administrative Agent that such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the Cure Amount actually received by the Parent Borrower may be lower than specified in such notice to the extent that the amount necessary to cure any Financial Covenant Event of Default is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter period shall be used and included when calculating Consolidated EBITDA for each Test Period that contains includes 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;. (b) if, after giving effect The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios or any other purpose other than for determining actual compliance with Section 7.11 (and not Pro Forma Compliance with Section 7.11 that is required by any other provision of this Agreement) and shall not result in any adjustment to the foregoing any amounts (including any pro forma adjustment (without giving effect to any portion reduction of the Cure Amount on the balance sheet amount of the Borrower and its Restricted Subsidiaries Indebtedness with respect to the quarter with respect to which such fiscal quarter only but with giving pro forma effect Cure Amount is made and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any portion covenant under Article 7) other than the increase to Consolidated EBITDA referred to in Section 8.04(a). The Cure Amount shall not constitute an Excluded Contribution. (c) In furtherance of Section 8.04(a) above, (i) upon actual receipt by the Administrative Agent of the Cure Amount applied Notice of Intent to any repayment of any Indebtedness)Cure, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries covenant under Section 7.11 shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination retroactively cured with the same effect as though there had been no failure to comply therewith at with the covenant under such date, Section 7.11 and the applicable breach any Default or default Event of the Financial Performance Covenant that had occurred Default under Section 7.11 shall be deemed cured not to have occurred for the purposes of this Agreement; andthe Loan Documents (provided that if the Cure Expiration Date has occurred without the Cure Amount having been received by the Parent Borrower and designated, such Default or Event of Default shall be deemed reinstated) and (ii) none of the Administrative Agent, any Lender or any other Secured Party may exercise any rights or remedies under Section 8.01 (or under any other Loan Document) solely on the basis of any actual or purported Default or Event of Default under Section 7.11 until and unless (A) the Cure Expiration Date has occurred without the Cure Amount having been received by the Parent Borrower and designated by the Administrative Borrower or (B) the Administrative Borrower has confirmed in writing that it does not intend to provide such Cure Amount. Notwithstanding the foregoing, no Borrower shall be permitted to request a Borrowing or any Credit Extension unless and until the Parent Borrower shall have received the Cure Amount. (c) Notwithstanding anything herein to the contrary, (i) in In each period of four (4) consecutive fiscal quarter period of the Borrower quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in Section 8.04 is exercised and (ii) there shall be no pro forma reduction in Indebtedness with the Cure Amount for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Cure Amount was made. (e) There can be no more than five (5) fiscal quarters in which the Cure Right is not exercised, (ii) cure rights set forth in Section 7.11 are exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementFacility.

Right to Cure. (1) Notwithstanding anything to the contrary contained in Section 7.018.01 or Section 8.02, in but subject to Sections 8.04(2) and (3), for the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements purpose of determining whether an Event of Default under the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b)has occurred, the Borrower may on one or more occasions designate any Parent Entity thereof shall have portion of the right to issue common Net Proceeds from any Permitted Equity Interests Issuance or other Equity Interests (provided such other Equity Interests are reasonably satisfactory of any contribution to the Administrative Agent) for cash or otherwise receive cash contributions to the common capital of the Borrower as cash common Equity Interests (or from any other contribution to capital or sale or issuance of any other Equity Interests (provided such other Equity Interests are on terms reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant as an increase to Run-Rate Adjusted EBITDA for the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment:applicable fiscal quarter; provided that (a) Consolidated EBITDA shall such amounts to be increased designated are actually received by the Borrower (i) on or after the last Business Day of the applicable fiscal quarter and (ii) on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter and any 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;Expiration Date”), (b) if, after giving effect such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any Event of Default under the Financial Covenant as of such date and (c) the Borrower will have provided notice to the foregoing pro forma adjustment Administrative Agent on the date such amounts are designated as a “Cure Amount” (without giving effect 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 Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount). The Cure Amount used to calculate Run-Rate Adjusted EBITDA for one fiscal quarter will be used and included when calculating Run-Rate Adjusted EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(1) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any portion covenant under Article VII) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount was made other than the amount of the Run-Rate Adjusted EBITDA referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount on by the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)Borrower, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall Covenant will be deemed to have satisfied the requirements of the Financial Performance Covenant and complied with 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 datewith the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) neither the applicable breach Administrative Agent nor any Lender may exercise any rights or default remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (cand any other Default as a result thereof) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which until and unless the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) Expiration Date has occurred without the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreementhaving been designated.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrowerquarter, at any time after such last day until the beginning of day that is 20 days after the date the certificate calculating the Financial Performance Covenant for such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are is required to be delivered pursuant to Section 5.01(a) or Section 5.01(b5.04(c), the Borrower or any Parent Entity thereof and/or Holdings shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) any Parent Entity and/or Holdings (collectively, the “Cure Right”), and upon the receipt by which cash shall be contributed as common equity to the Borrower of the Net Proceeds of (such issuance that are not otherwise applied (contributed amount, the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right ), such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated by increasing EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal 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” or the Pricing Grid), by an amount equal to the Cure Amount; ; provided, that, (bi) ifin 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 five Cure Rights will be exercised in the aggregate during the term of this Agreement, (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 Financial Performance Covenant and (iv) 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 of Indebtedness with the Cure Amount in such recalculation of the Financial Performance Covenant. If, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)adjustments in this paragraph, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI 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 and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as Leverage Covenant, then (A) from the end of the last day of any most recently ended fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Borrower until the expiration of the 10th tenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are relevant Compliance Certificate is required to be delivered pursuant to Section 5.01(a6.02(b) or Section 5.01(b(the last day of such period being the “Anticipated Cure Deadline”), the Borrower or any Parent Entity thereof Holdings Topco shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”) to issue common Equity Interests, preferred equity certificates and/or convertible preferred equity certificates (so long as such preferred equity certificates and convertible preferred equity certificates do not constitute Disqualified Stock) or in another form reasonably acceptable to the Administrative Agent for cash and contribute the proceeds therefrom in the form of common Equity Interests, to the Borrower or obtain a contribution to Holdings Topco’s equity (which shall be in the form of common Equity Interests, preferred equity certificates and/or convertible preferred equity certificates (so long as such preferred equity certificates and convertible preferred equity certificates do not constitute Disqualified Stock) or otherwise in a form reasonably acceptable to the Administrative Agent (the “Cure Equity”) and contribute the proceeds therefrom in the form of common Equity Interests to the Borrower), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Right, the calculation of Consolidated EBITDA as used in the Leverage Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA shall be increased with respect to for such applicable fiscal quarter (and for any four fiscal quarter subsequent period that contains includes such fiscal quarter) shall be increased, solely for the purpose of measuring the Financial Performance Leverage Covenant 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 Section 7.05), such that no Event of Default shall be deemed to have occurred and be continuing), by an amount equal to the Cure Amount;; provided that (1) 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 (including but not limited to determining the availability or amount of any covenant baskets or carve-outs, such that no Event of Default shall be deemed to have occurred and be continuing) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the Leverage Covenant or calculating the First Lien Net Leverage Ratio, nor shall any Cure Amount held by the Borrower Parties 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 (bii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsLeverage Covenant, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Leverage 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 Leverage Covenant that had occurred shall be deemed cured for the purposes of this AgreementAgreement (and any other Default or Event of 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 Leverage Covenant); and (ciii) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower intends 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 Leverage Covenant, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower 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 AgreementSection 8.03, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying to remedy the applicable failure to comply with the Financial Performance Leverage Covenant (or if only the Leverage Covenant under the Senior Credit Agreement is violated and any amounts in excess thereof shall not be deemed the Leverage Covenant hereunder, to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance comply with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to Leverage Covenant under the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Senior Credit Agreement).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following tenth day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(c) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests in a form reasonably acceptable to the Administrative Agent (which Holdings shall contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period Test 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;; and (bii) if, after giving effect to the 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 Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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; andprovided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, times and (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions condition or tests, pricing or any available basket under Article VI 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 and its Restricted Subsidiaries fail fails to comply with the requirements requirement of the Financial Performance Covenant as of the last day of any Test Period, the Borrower shall have the right, during the period beginning at the start of any fiscal quarter in which the Borrower determines that a breach of the BorrowerFinancial Covenant may occur, at any time after the beginning of such fiscal quarter until the expiration of the 10th tenth Business Day following (the “Cure Period”) after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on applicable Test Period in which the last day of such fiscal quarter) Financial Covenant is being measured are required to be delivered pursuant to Section 5.01(a) 6.01, to receive a direct or Section 5.01(b), indirect equity investment in cash in the Borrower or any Parent Entity thereof shall have the right to issue form of common Equity Interests Capital Stock (or other Equity Interests (provided such other Equity Interests are Qualified Capital Stock reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Revolver Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds pursuant to the Net Proceeds exercise of such issuance that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided, that (ax) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the existence of a Default or an Event of Default under the Financial Performance Covenant 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 Loan Document (including for purposes of determining pricing, by an mandatory prepayments and the availability or amount equal permitted pursuant to any covenant under Article VII) for the quarter with respect to which such Cure Amount;Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.07 and no Cure Amounts will reduce (or count towards) the Consolidated First Lien Secured Leverage Ratio or the Consolidated Total Leverage Ratio for purposes of any calculation thereof for the fiscal quarter with respect to which such Cure Right was exercised. (b) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion exercise of the Cure Amount on Right and the balance sheet of the Borrower and its Restricted Subsidiaries with respect recalculations pursuant to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)clause (a) above, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant during such Test Period (including for purposes of Section 4.02), the Borrower and its 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 Default or default Event of the Financial Performance Covenant Default under Section 8.01 that had occurred shall be deemed cured for cured; provided, that (i) the purposes Cure Right may be exercised on no more than five (5) occasions, (ii) in each four consecutive fiscal quarter period, there shall be no more than two fiscal quarters in respect of this Agreement; andwhich the Cure Right is exercised, and (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 Borrower to be in compliance with the Financial Covenant. (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period prior to the expiration of the Borrower there shall be at least two fiscal quarters in which Cure Period (x) the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right Lenders shall not be exercised more than five times, permitted to exercise any rights then available as a result of an Event of Default under Article VII on the basis of a breach of the Financial Covenant so as to enable the Borrower to consummate its Cure Rights as permitted under this Section 8.05(c) and (iiiy) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Revolving Credit Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit Extension unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementCovenant.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01(b), in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of Covenant, from the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Test Period until the expiration of the 10th fifteenth Business Day following after the date on which the financial statements with respect to the Test Period in which such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) covenant is being measured are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b)6.01, the Borrower or may designate any Parent Entity thereof shall have direct equity investment in the right to issue Borrower in cash in the form of common Equity Interests (or other Qualified Equity Interests (provided such other Equity Interests are of the Borrower reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to made during the capital Test Period until the end of the Borrower such time period as cash common Equity Interests or other Equity Interests a Cure Amount (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of net cash proceeds corresponding to the Net Proceeds exercise of such issuance that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (ax) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the existence of a Default or an Event of Default under the Financial Performance Covenant 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 Loan Document (including, by an without limitation, for purposes of determining pricing, mandatory prepayments and the availability or amount equal permitted pursuant to any covenant under Article VII) for the quarter with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.09(a) and no Cure Amounts will reduce (or count towards) the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio for purposes of any calculation thereof, in each case, for the fiscal quarter with respect to which such Cure Right was exercised, except that with respect to fiscal quarters thereafter, such reduction may apply but only to the Cure Amount;extent the proceeds are actually applied to prepay Indebtedness pursuant to Section 2.05(a). (b) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion exercise of the Cure Amount on Right and the balance sheet of the Borrower and its Restricted Subsidiaries with respect recalculations pursuant to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)clause (a) above, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant during such Test Period (including for purposes of Section 4.02), the Borrower and its 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 Default or default Event of the Financial Performance Covenant Default under Section 8.01 that had occurred shall be deemed cured for cured; provided that (i) the purposes of this Agreement; and Cure Right may be exercised on no more than five (c5) Notwithstanding anything herein to the contraryoccasions, (iii) in each four (4) consecutive fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, and (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Borrower to be in compliance with the Financial Performance Covenant and any amounts Covenant. (c) Notwithstanding anything in excess thereof this Agreement to the contrary, following the delivery by the Borrower of a written notice to the Administrative Agent of its intent to exercise the Cure Right (x) the Lenders shall not be deemed permitted to be exercise any rights then available as a result of an Event of Default under this Article VIII on the basis of a breach of the Financial Covenant so as to enable the consummation of the Cure Amount Right as permitted under this Section 8.05 and (ivy) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit Extension and the L/C Issuers shall not be required to make any L/C Credit Extension unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsCovenant. (d) In the event the Borrower fails to comply with the Liquidity Covenant as of the last day of any calendar month (the date on which the Minimum Liquidity Certificate is required to be delivered for the relevant fiscal month, the “Liquidity Covenant Trigger Date”), any direct equity investment in the Borrower in cash in the form of common Equity Interests (or other Qualified Equity Interests of the Borrower reasonably acceptable to the Administrative Agent) made during the period commencing on the Liquidity Covenant Trigger Date and through and including the tenth (10th) Business Day immediately following the Liquidity Covenant Trigger Date (the “Liquidity Cure Period”) will be included in the calculation of Liquidity for purposes of determining compliance with the Liquidity Covenant for the applicable calendar month to the extent (i) such amount is held in cash in an amount not less than the amount necessary to cause the Borrower to be in compliance with Section 7.09(b)(i) after giving effect thereto and (ii) such amount is designated as a “Specified Liquidity Equity Contribution” by notice in writing to the Administrative Agent (any such equity contribution so designated and included in the calculation of Liquidity, a “Specified Liquidity Equity Contribution”). Notwithstanding Upon receipt and designation by the Borrower to the Administrative Agent of the applicable Specified Liquidity Equity Contribution, (i) the breach of the Liquidity Covenant shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the Liquidity Covenant, (ii) any Default or Event of Default arising as a result of a breach of Section 7.09(b)(i) shall be deemed not to have occurred for purposes of this Agreement and the other Loan Documents and (iii) none of the Administrative Agent nor any Revolving Credit Lender may exercise any rights or remedies (including any rights or remedies under this Agreement (including under Section 8.01) or any other provision Loan Document or with respect to acceleration of the Loans, termination of Commitments, the imposition of cash interest at the Default Rate or otherwise) on the basis of any actual or purported Default or Event of Default arising as a result of a breach of Section 7.09(b)(i) until and unless, by 11:59 p.m. (New York City time) on the date of the expiration of the Liquidity Cure Period, the Specified Liquidity Equity Contribution shall not have been so received and designated. It is agreed that (i) the amount of any Specified Liquidity Equity Contribution shall constitute a “Cure Amount” for all purposes under this Agreement other than for purposes of clauses (a)-(c) of this Section 8.05, (ii) no Specified Liquidity Equity Contribution shall constitute the exercise of a “Cure Right” for purposes of clauses (a)-(c) of this Section 8.05, and no exercise of a Cure Right shall constitute a “Specified Liquidity Equity Contribution” for purposes of Section 7.09(b)(i) and (iii) notwithstanding anything contained in Section 7.09 or in this Agreement Section 8.05 to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right no Specified Liquidity Equity Contribution shall be disregarded included in the calculation of Consolidated EBITDA for purposes of determining calculating compliance with the Available AmountFinancial Covenant, the Available Equity Amountif then in effect, for any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementTest Period.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.015.4 and subject to Section to 5.1(q), in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the any Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th 15 Business Day period following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a5.1(a)(i) or Section 5.01(b5.1(a)(ii), the Borrower as applicable, Holdings or any Parent Entity thereof (including Parent) shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings or any Parent Entity as cash common equity or other Equity Interests in a form reasonably acceptable to the Required Purchasers (which Holdings or such Parent Entity shall contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such the applicable Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA Available Cash of the Borrower and its Subsidiaries shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant set forth in Section 5.1(i)(i) and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)adjustment, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the applicable Financial Performance CovenantsCovenant, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the applicable 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 applicable Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) Notwithstanding notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the applicable Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and Amount, (iv) there shall be no pro forma reduction in Indebtedness (by netting or otherwise) with the Lenders proceeds of the Cure Amount for determining compliance with the applicable Financial Performance Covenant for the fiscal quarter for which such Cure Amount is deemed applied, except to the extent that such proceeds are actually applied to repay Indebtedness and (v) the Purchasers shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit purchase Notes unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the applicable Financial Performance CovenantsCovenant. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI Section 5.2 of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Maintenance Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of such fiscal quarter period until the expiration of the 10th fifteenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Test Period are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, the Borrower or any Parent Entity thereof shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgent (each such issuance taken pursuant to and in accordance with this Section 7.02, a “Specified Equity Issuance”) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) , in each case, which are contributed to the Borrower in the form of cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the satisfaction of the RC Facility Test Condition or the Financial Performance Covenant Maintenance Covenant, as applicable, shall be recalculated giving effect to the following pro forma adjustment: (a) at the option of the Borrower, either (i) the amount calculated pursuant to the definition of “RC Facility Test Condition” shall be reduced and/or (ii) Consolidated EBITDA shall be increased increased, in each case with respect to the foregoing clauses (i) and (ii), (x) solely with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely (y) for the purpose of measuring the Financial Performance Maintenance Covenant and not for any other purpose under this Agreement, Agreement and (z) by an amount equal to the Cure Amount; (b) if, after giving effect to the foregoing pro forma adjustment recalculation (without giving effect netting against the calculation of Consolidated First Lien Net Debt (or any component definition thereof), with respect to such fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries without giving pro forma effect, with respect to such fiscal quarter only but with giving pro forma effect and any four fiscal quarter that contains such fiscal quarter, to any portion of the Cure Amount applied to any repayment of any IndebtednessIndebtedness in connection therewith, except to the extent of any actual repayment), either (i) the RC Facility Test Condition shall cease to be satisfied, then in such case, the Financial Maintenance Covenant shall cease to be in effect and shall not be required to be tested with respect to the applicable fiscal quarter or (ii) the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsMaintenance Covenant, then in such case, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Maintenance 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 Maintenance Covenant that had occurred (and any other Default or Event of Default as a result thereof) shall be deemed cured for the purposes of this Agreement; and; (c) Notwithstanding upon the Administrative Agent’s receipt of a written notice from the Borrower (or telephonic notice promptly confirmed thereafter by delivery of a written notice) that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the fifteenth Business Day following the date on which financial statements for the fiscal quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any sub-agent therefor) nor any RC Facility Lender shall exercise any right to accelerate the RC Facility Loans, terminate the RC Facility Commitments or demand Cash Collateral, and none of the Administrative Agent (nor any sub-agent therefor) nor any RC Facility Lender or Secured Party in respect of the RC Facility shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents, in each case, solely on the basis of the relevant failure to comply with Section 6.10; (d) notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, times and (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater than (x) in the case of clause (a)(i) above, the amount required for purposes of causing the RC Facility Test Condition not to be satisfied and (y) in the case of clause (a)(ii) above, the amount required for purposes of complying with the Financial Performance Maintenance Covenant and (or, in any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) case, if greater, the Lenders shall not be amount required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in pro forma compliance with the Financial Performance Covenantsany financial covenant with respect to any other Indebtedness that is being cured). Notwithstanding any other provision in this Agreement to the contrary, during any Test Period in which any Cure Amount is included in the calculation of Consolidated EBITDA as a result of any exercise of the Cure Right in accordance with clause (a)(ii) above, the Cure Amount received pursuant to any exercise of the such Cure Right shall be (A) counted solely as an increase to Consolidated EBITDA for the purpose of determining compliance with Section 6.10 (and, to the extent provided for in clause (b) above, a reduction in Indebtedness) and (B) disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or testsprovisions, pricing or any available basket under Article VI of this Agreement; and (e) no RC Facility Lender or Issuing Bank shall be required to make any Credit Extension (other than any amendment, modification, renewal or extension of a Letter of Credit that does not increase the face amount thereof) from and after earlier of (x) the occurrence of the relevant Event of Default and (y) such time as the Administrative Agent has received the Notice of Intent to Cure unless and until the Cure Amount is actually received.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any applicable fiscal quarter of the Borrower, at any time after the beginning end of such fiscal quarter and until the expiration of the 10th tenth (10th) Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), as applicable (such period, the Borrower or any Parent Entity thereof “Cure Period”), Holdings shall have the right to issue common Equity Interests or other Qualified Equity Interests (provided such other Equity Interests are reasonably satisfactory than to the Administrative AgentBorrower or a Subsidiary and other than New Holdings Preferred Equity) for cash or otherwise receive cash contributions to the capital of Holdings (other than from the Borrower or a Subsidiary) as cash common Equity Interests equity or other Qualified Equity Interests (provided such other Equity Interests are reasonably satisfactory than New Holdings Preferred Equity) (which, in either case, Holdings shall contribute as cash common equity to the Administrative AgentBorrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of 100% of the Net Proceeds cash proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four (4) fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring actual (as opposed to pro forma) compliance with the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bii) if, after giving effect to the 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 with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any IndebtednessSubsidiaries), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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 Default or Event of Default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; andprovided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days prior to the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (cb) Notwithstanding anything herein to the contrary, (i) in each four (4) consecutive fiscal quarter period of the Borrower there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. Notwithstanding any other provision in this Agreement to the contrary, (i) no increase in Consolidated EBITDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Agreement or any other Loan Document, including determining pricing, the availability or amount of any covenant basket, carve-out or compliance on a Pro Forma Basis with the Financial Performance Covenant or any other financial ratio and (ii) there shall be no pro forma or other reduction of Indebtedness (including any Loans and including by way of cash netting) as a result of any Cure Amount in determining the Financial Performance Covenant (or any other leverage based test) for the applicable fiscal quarter in respect of which such Cure Right is exercised and for any subsequent period that includes such fiscal quarter (except, in the case of any such subsequent fiscal quarter, to the extent that all or any portion of such Cure Amount is actually used to permanently prepay or otherwise permanently reduce Indebtedness). (c) For the avoidance of doubt, no Revolving Lender, Swing Line Lender or Issuing Bank, as applicable, shall be required to fund any Revolving Loans or Swing Loans, or issue (or increase) any Letters of Credit, as applicable, during such Cure Period. (d) Upon receipt by the Administrative Agent of a written notice, prior to the end of the applicable Cure Period, that Holdings intends to exercise the Cure Amount received Right in respect of a fiscal quarter, none of the Administrative Agent, the Collateral Agent or the Lenders shall be permitted to accelerate Loans held by them, to terminate the Commitments or to exercise remedies against the Collateral solely on the basis of a failure to comply with the requirements of the Financial Performance Covenant, unless such failure is not cured pursuant to any the exercise of the Cure Right shall be disregarded for purposes on or prior to the end of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreementapplicable Cure Period.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01Article VIII, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerCovenants, at any time after the beginning of such fiscal quarter then until the expiration of the 10th tenth Business Day following the last date on which the financial statements with Compliance Certificate in respect to such fiscal quarter (or of the fiscal year ended on the last day of such fiscal quarter) are applicable Fiscal Quarter is required to be delivered pursuant to Section 5.01(a6.1(d) or such last date on which the Liquidity Certificate in respect of the applicable calendar month is required to be delivered pursuant to Section 5.01(b6.1(g), the Borrower or any Parent Entity thereof shall Permitted Holders have the right to issue purchase Capital Stock (other than Disqualified Stock) of any Upper Tier Entity, to contribute additional common Equity Interests or other Equity Interests (provided equity capital in respect of their existing Capital Stock of any Upper Tier Entity and make payment for such other Equity Interests are reasonably satisfactory to the Administrative Agent) for Capital Stock in cash or otherwise receive cash make such capital contributions to within 10 Business Days following such last date on which the capital Compliance Certificate in respect of the Borrower as cash common Equity Interests applicable Fiscal Quarter is required to be delivered pursuant to Section 6.1(d) or other Equity Interests (provided such other Equity Interests are reasonably satisfactory last date on which the Liquidity Certificate in respect of the applicable calendar month is required to the Administrative Agentbe delivered pursuant to Section 6.1(g) (collectively, the “Cure Right”); provided that such Upper Tier Entity shall immediately upon receipt of such payment contribute 100% of such payment as common equity to the capital of Holdings, which shall contribute 100% of such payment as common equity to the capital of Borrower, and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash contribution (the “Cure AmountSpecified Equity Contribution”) pursuant to the exercise by the Borrower Permitted Holders, such Upper Tier Entity and Holdings of such Cure Right such Financial Performance Covenant Right, (i) either Liquidity or Consolidated EBITDA, as the case may be, shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring determining compliance with the Financial Performance Covenant Covenants with respect to any measurement period that includes the Fiscal Quarter or calendar month, as applicable, for which the Cure Right was exercised, and not for any other purpose under this Agreement, by an amount equal to the amount of the Specified Equity Contribution (the “Cure Amount; ”) or (bii) ifor in the case of an exercise of the Cure Right in respect of the Financial Covenant set forth in Section 7.5(a), such Cure Amount shall instead be applied to repay the Loans and reduce Consolidated Debt by the amount of Loans so repaid. If, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the recalculations, Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenants (and shall deliver to Administrative Agent a pro forma Compliance Certificate or Liquidity Certificate, the as applicable, demonstrating such compliance), Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of complied with the Financial Performance 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 Performance Covenant Covenants that had occurred shall be deemed cured for the all purposes of this the Agreement; and (c) Notwithstanding anything herein provided, that so long as any Default or Event of Default shall be in existence due to the contrary, (i) in each four consecutive fiscal quarter period failure of the Borrower there Loan Parties to comply with the Liquidity Covenant or CTLR Financial Covenant, none of Administrative Agent, Issuing Lender nor any Lender shall be at least two fiscal quarters in which required to advance any Loans and/or issue any Letters of Credit. Upon Administrative Agent’s receipt of a notice from Holdings or Borrower that Permitted Holders, an Upper Tier Entity and Holdings intend to exercise the Cure Right is not exercised(a “Notice of Intent to Cure”), until the 10th Business Day following the last date required for delivery of the Compliance Certificate under Section 6.1(d) or the delivery of the Liquidity Certificate under Section 6.1(g), as the case may be, to which such Notice of Intent to Cure relates, (iix) during none of Administrative Agent nor any Lender shall exercise the term right to accelerate the Loans, require Cash Collateralization of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless Usage or terminate the Commitments and until (y) none of Administrative Agent, any other Lender or other Secured Party shall exercise any right to foreclose on or take possession of the Borrower has received Collateral solely on the Cure Amount required to cause basis of an Event of Default having occurred and being continuing as a result of a breach of such Financial Covenant in or as of the Borrower and end of such Fiscal Quarter or calendar month, as applicable (including as a result of any breach of a representation or warranty that the Restricted Subsidiaries to be Loan Parties were in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise Covenants during or as of the end of such Fiscal Quarter or calendar month, as applicable); it being understood that any Default or Event of Default that shall have occurred as a result of the failure to comply with such covenants shall exist for all other purposes under the Loan Documents until such Cure Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreementis exercised.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant Maintenance Covenants as of the last day of any applicable fiscal quarter of the Lead Borrower, at any time after the beginning end of such fiscal quarter until the expiration of the 10th fifteenth (15th) Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter of the Lead Borrower (or the fiscal year of the Lead Borrower ended on the last day of such fiscal quarterquarter of the Lead Borrower) are required to be delivered pursuant to Section Sections 5.01(a) or Section 5.01(b(b), as applicable (such date, the “Cure Expiration Date”), the Lead Borrower or any Parent Entity thereof shall have the right to issue common Qualified Equity Interests (or other Equity Interests (provided such other Equity Interests are reasonably satisfactory acceptable to the Administrative AgentRequired Lenders) for cash or otherwise receive cash contributions to the capital of the Lead Borrower as cash common equity or other Qualified Equity Interests (or other Equity Interests (provided such other Equity Interests are reasonably satisfactory acceptable to the Administrative AgentRequired Lenders) (collectively, the “Cure Right”), and upon . Upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”, and together with the First Lien Cure Amount (as defined below), without duplication, the “Aggregate Cure Amount”) and/or upon the receipt by the Borrower of any Cure Amount (as defined in the First Lien Credit Agreement) (the “First Lien Cure Amount”) pursuant to the exercise by First Lien Credit Agreement, the Borrower of such Cure Right such Financial Performance Covenant Maintenance Covenants shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant Maintenance Covenants and not for any other purpose under this Agreement, by an amount equal to the Aggregate Cure Amount;; and (bii) if, after giving effect to the foregoing pro forma adjustment (without giving pro forma effect to any repayment of any Indebtedness with any portion of the Aggregate Cure Amount and without netting against the calculation of Consolidated Total Indebtedness any portion of the Aggregate Cure Amount on the balance sheet of the Lead Borrower and its Restricted Subsidiaries Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Lead Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Maintenance Covenants, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant Maintenance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith (if any) at such date, and and, if applicable, the applicable breach or default of the Financial Performance Covenant Maintenance Covenants (if any) that had occurred shall be deemed cured for the purposes of this Agreement; andprovided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by the Borrower (or any other receipt of cash in respect of its Cure Rights). (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Lead Borrower there shall be at least no more than two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (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 Financial Performance Covenant Maintenance Covenants and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. Notwithstanding any other provision in this Agreement to the contrary, the Aggregate Cure Amount received pursuant to any exercise of the Cure Right or the Cure Right (as defined in the First Lien Credit Agreement) shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-ratio based conditions or tests, pricing or any and/or available basket under Article VI of this Agreement (and the Aggregate Cure Amount shall not be credited as an addition to any basket (including the Available Amount or the Available Equity Amount) or for any other calculation). For the avoidance of doubt, no Aggregate Cure Amounts shall be applied to reduce the Indebtedness of the Borrower and its Subsidiaries on a Pro Forma Basis (whether by “cash netting” or otherwise) for purposes of determining compliance with the Financial Maintenance Covenants for the fiscal quarter with respect to which such Cure Right or Cure Right (as defined in the First Lien Credit Agreement) was exercised. (c) [Reserved]. (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans under the Term Facility or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or the Badcock Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to the Financial Maintenance Covenants, in each case, unless such Event of Default is not cured pursuant to the exercise of the applicable Cure Right on or prior to the applicable Cure Expiration Date (except to the extent that the Lead Borrower has confirmed in writing that it does not intend to provide the Cure Amount).

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Holdings and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a5.11(a) or Section 5.01(b5.11(b), the Borrower Holdings or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower Holdings and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower Holdings and its 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; and (c) Notwithstanding notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings 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 shall not be exercised more than five times, and (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower Holdings has received the Cure Amount required to cause the Borrower Holdings and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision Covenant; provided, however, that (I) notwithstanding anything in this Agreement Article VI to the contrary, Holdings shall not make, directly or indirectly, any Restricted Payment (other than Restricted Payments of the type permitted by Section 6.08(a)(iii), (v), (vii), (ix), (x), (xi) or (xiii) of the Endeavor Credit Agreement (with any reference contained in such clauses to “Holdings”, “Intermediate Holdings”, “Intermediate Parent”, any “Borrower” and “Restricted Subsidiaries” deemed to refer to Holdings, any Intermediate Parent, any Borrower and the Restricted Subsidiaries, as applicable, hereunder)) during the period beginning with the end of the Test Period for which such Cure Right is exercised until the first date thereafter on which the First Lien Leverage Ratio of Holdings and its Restricted Subsidiaries for the most recently ended Test Period as of such date on a Pro Forma Basis is not greater than 3.00 to 1.00 and (II) any Cure Amount received pursuant prior to the date of such Restricted Payment, if included in any exercise of the Cure Right Test Period ending on or after such date, shall be disregarded for purposes reduced by the amount of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreementsuch Restricted Payment.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted the Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following tenth day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(c) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests in a form reasonably acceptable to the Administrative Agent (which Holdings shall contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period Test 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;; and (bii) if, after giving effect to the 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 Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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; andprovided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, times and (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or testscondition, pricing provision or any available basket under Article VI 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 and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of the last day of with respect to any fiscal quarter of the Borrower, at any time after when the beginning Borrower is required to comply with such Financial Covenant pursuant to the terms thereof, then from the first day of such fiscal quarter until the expiration of the 10th fifteenth Business Day following the date on which the financial statements with Compliance Certificate is required to be delivered in respect to of such fiscal quarter pursuant to Section 6.02(a) (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(bperiod being the “Anticipated Cure Deadline”), the Borrower or any Parent Entity thereof shall have the right (the “Cure Right”) to issue common Equity Interests Capital Stock or other Equity Interests Qualified Stock (provided such other Equity Interests are or preferred equity or convertible preferred equity reasonably satisfactory acceptable to the Administrative Agent) for cash cash, or obtain a contribution to its equity (which shall be in the form of common equity or Qualified Stock or otherwise receive cash contributions in form reasonably acceptable to the capital Administrative Agent) and contribute the proceeds therefrom in the form of common Capital Stock or Qualified Stock (or preferred equity or convertible preferred equity reasonably acceptable to the Borrower as cash Administrative Agent) or a contribution to its equity (which shall be in the form of common Equity Interests equity or other Equity Interests (provided such other Equity Interests are Qualified Stock or otherwise in a form reasonably satisfactory acceptable to the Administrative Agent) (collectively, the “Cure RightEquity”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by the Borrower of such Cure Right such Right, the calculation of Consolidated EBITDA as used in the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA shall be increased with respect to for such applicable fiscal quarter (and for any four fiscal quarter subsequent period that contains includes such fiscal quarter) shall be increased, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of amounts available under Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate); provided that (1) the receipt by an amount equal the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect on a consolidated basis 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 fiscal quarter for which the Cure Right was exercised for purposes of calculating the Financial Covenant (whether as a result of a prepayment of the Loans or via netting of such Cure Amount;)); and (bii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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 (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 (ciii) no Default or Event of Default shall be deemed to exist from the end of the applicable fiscal quarter until the Anticipated Cure Deadline, and the Lenders (i) shall not be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments 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, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline and (ii) shall not be obligated to make any Credit Extension under the Revolving Credit Facility until such Cure Amount has been received by the Borrower. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower there shall be at least no more than two consecutive 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 AgreementSection 8.03, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying to remedy the applicable failure to comply with the Financial Performance Covenant. (c) No Lender shall be required, from the date on which the Compliance Certificate is delivered with respect to the applicable fiscal quarter in which the Borrower fails to comply with the Financial Covenant and any amounts until such Cure Equity is received in excess thereof shall not be deemed to be a Cure Amount and (iv) accordance with the Lenders shall not be required terms of this Section 8.03 or such failure is waived in accordance with Section 10.01, to make a any Revolving Credit Loan or issue, amend, renew extend the expiry date thereof or extend increase the amount of any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.01, in the event that the Parent Borrower and its Restricted Subsidiaries fail fails (or, but for the operation of this Section 8.02, would fail) to comply with the requirements of the Financial Performance Covenant Covenant, as of the last day of any fiscal quarter of the BorrowerFiscal Quarter, at any time after the beginning of such fiscal quarter last day until the expiration of the 10th Business Day following day that is 10 days after the date on which the financial statements with respect to certificate calculating the Financial Performance Covenant for such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Fiscal Quarter is required to be delivered pursuant to Section 5.01(a) 6.02, Holdings or Section 5.01(b), the Parent Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Parent Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon which cash shall be contributed as common equity to the receipt by the Parent Borrower of the Net Proceeds of (such issuance that are not otherwise applied (contributed amount, the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right ), such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) by increasing Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter Fiscal Quarter and any four fiscal four-quarter period that contains such fiscal quarterFiscal 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, (bi) ifin each four-Fiscal Quarter period there shall be no more than two Fiscal Quarters in which the Cure Right is exercised, (ii) no more than four Cure Rights will be exercised in the aggregate during the term of this Agreement, (iii) for purposes of this Section 8.02, 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 of Indebtedness with the Cure Amount in such recalculation of the Financial Performance Covenant. If, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)adjustments in this paragraph, the Borrower and its Restricted Subsidiaries Borrowers shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its Restricted Subsidiaries 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; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI 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 Parent Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as at any time when the Parent Borrower is required to comply with the Financial Covenant pursuant to the terms thereof, then (A) from the end of the last day of any most recently ended fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Parent Borrower until the expiration of the 10th fifteenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are relevant Compliance Certificate is required to be delivered pursuant to Section 5.01(a6.02(b) or Section 5.01(b(the last day of such period being the “Anticipated Cure Deadline”), the Borrower or any Parent Entity thereof Holdings shall have the right (the “Cure Right”) to (A) issue common Equity Interests Capital Stock (or other Equity Interests (provided such other Equity Interests are preferred equity reasonably satisfactory acceptable to the Administrative Agent) for cash and contribute the proceeds therefrom in the form of common Capital Stock or in another form reasonably acceptable to the Administrative Agent to the Parent Borrower, (B) 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 the Borrower as cash common Equity Interests Administrative Agent) or other Equity Interests (provided such other Equity Interests are C) Incur Subordinated Indebtedness (which shall be in a form reasonably satisfactory acceptable to the Administrative Agent) (collectively, the “Cure RightEquity”), and upon the receipt by the Parent Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by the Parent Borrower of such Cure Right such Right, the calculation of Consolidated EBITDA as used in the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA shall be increased with respect to for such applicable fiscal quarter (and for any four fiscal quarter subsequent period that contains includes such fiscal quarter) shall be increased, solely for the purpose of measuring the Financial Performance Covenant 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 Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing), by an amount equal to the Cure Amount;; provided that (1) the receipt by the Parent Borrower 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 Commitment Fee or Applicable Rate, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing) 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 Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, nor shall any Cure 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 (bii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Parent Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Parent Borrower and its 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 (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 (ciii) prior to the Anticipated Cure Deadline, no Default or Event of Default will be deemed to have occurred as a result of any failure to meet the Financial Covenant, and the Lenders (i) shall not be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments 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, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline and (ii) if there has been a failure to comply with the Financial Covenant for such period, shall not be obligated to make any Credit Extension under the Revolving Credit Facility until such Cure Amount has been received by the Parent Borrower. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower 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 AgreementSection 8.03, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying to remedy the applicable failure to comply with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementCovenant.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in In the event that the Borrower and its Restricted Subsidiaries fail fails to comply with Subsection 4.1, until the requirements 20th day after delivery of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrowerrelated Compliance Certificate, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Borrower, and apply the Borrower as cash common Equity Interests or other Equity Interests amount of the proceeds thereof to increase EBITDA with respect to such applicable fiscal quarter, and the applicable calculation periods that include such fiscal quarter (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”); provided that, and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall such proceeds are actually received by Borrower no later than 20 days after the date on which financial statements are required to be increased delivered with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterhereunder, 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; (b) ifsuch proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Subsection 4.1 for such period, (c) the Cure Right shall not be exercised more than five times during the term of the Loans, and (d) in each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters during which the Cure Right is not exercised. If, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion but not, for the avoidance of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with doubt, giving pro forma effect to any portion of the Cure Amount applied to any repayment of any IndebtednessIndebtedness in connection therewith), the Borrower and its Restricted Subsidiaries shall then be Loan Parties are in compliance with the requirements of the Financial Performance CovenantsSubsection 4.1, the Borrower and its Restricted Subsidiaries Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant such Subsection as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at on such date, and the applicable breach or default of the Financial Performance Covenant such Subsection that had occurred shall be deemed cured for the all purposes of this Agreement; and (c) Notwithstanding anything herein Agreement and any other Loan Document. The parties hereby acknowledge that this Subsection may not be relied on for purposes of calculating any financial ratios other than as applicable to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 Subsection 4.1 and shall not be exercised more than five times, (iii) the Cure Amount shall be no greater result in any adjustment to any amounts other than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right EBITDA referred to in the immediately preceding sentence and shall be disregarded for purposes of determining the Available Amountcalculation of EBITDA for all other purposes, the Available Equity Amount, any financial ratio-based conditions or testsincluding calculating basket levels, pricing and other items (including compliance with affirmative and negative covenants) governed by reference to EBITDA or any available basket under Article VI of this Agreementthe financial covenant in Subsection 4.1.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the any Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th 15th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower as applicable, Holdings or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings or any Parent Entity as cash common equity or other Equity Interests in a form reasonably acceptable to the Administrative Agent (which Holdings or such Parent Entity shall contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such the applicable Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA (x) the applicable GAAP Revenue shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant set forth in Section 6.09(a) and not for any other purpose under this Agreement, by an amount equal to the Cure Amount and/or (y) Available Cash of the Borrower and its Subsidiaries shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant set forth in Section 6.09(b) and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)adjustment, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the applicable Financial Performance CovenantsCovenant, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the applicable 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 applicable Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) Notwithstanding notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the applicable Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount, (iv) there shall be no pro forma reduction in Indebtedness (by netting or otherwise) with the proceeds of the Cure Amount for determining compliance with the applicable Financial Performance Covenant for the fiscal quarter for which such Cure Amount is deemed applied, except to the extent that such proceeds are actually applied to repay Indebtedness and (ivv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the applicable Financial Performance CovenantsCovenant. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI 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 and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as FinancialLeverage Covenant, then (A) from the end of the last day of any most recently ended fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Borrower until the expiration of the 10th tenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are relevant Compliance Certificate is required to be delivered pursuant to Section 5.01(a6.02(b) or Section 5.01(b(the last day of such period being the “Anticipated Cure Deadline”), the Borrower or any Parent Entity thereof Holdings Topco shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”) to issue common Equity Interests, preferred equity certificates and/or convertible preferred equity certificates (so long as such preferred equity certificates and convertible preferred equity certificates do not constitute Disqualified Stock) or in another form reasonably acceptable to the Blackstone Credit Representative for cash and contribute the proceeds therefrom in the form of common Equity Interests, to the Borrower or obtain a contribution to Holdings Topco’s equity (which shall be in the form of common Equity Interests, preferred equity certificates and/or convertible preferred equity certificates (so long as such preferred equity certificates and convertible preferred equity certificates do not constitute Disqualified Stock) or otherwise in a form reasonably acceptable to the Blackstone Credit Representative (the “Cure Equity”) and contribute the proceeds therefrom in the form of common Equity Interests to the Borrower), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Right, the calculation of Consolidated EBITDA as used in the FinancialLeverage Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA shall be increased with respect to for such applicable fiscal quarter (and for any four fiscal quarter subsequent period that contains includes such fiscal quarter) shall be increased, solely for the purpose of measuring the Financial Performance FinancialLeverage Covenant 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 Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing), by an amount equal to the Cure Amount;; provided that (1) 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 (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, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the FinancialLeverage Covenant or calculating the First Lien Net Leverage Ratio, nor shall any Cure Amount held by the Borrower Parties 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 (bii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsFinancialLeverage Covenant, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance FinancialLeverage 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 FinancialLeverage Covenant that had occurred shall be deemed cured for the purposes of this AgreementAgreement (and any other Default or Event of 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 FinancialLeverage Covenant); and (ciii) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders and in the case of clause (ii) below, the L/C Issuers (i) shall not be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the FinancialLeverage Covenant, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline and (ii) shall not be obligated to make any Credit Extension under the Revolving Credit Facility. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower 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 AgreementSection 8.03, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying to remedy the applicable failure to comply with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementFinancialLeverage Covenant.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.0110.1, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter Event of the BorrowerDefault under Section 6.1, at any time after the beginning following delivery of such fiscal quarter a Notice of Intent to Cure in accordance herewith and until the expiration of the 10th tenth (10th) Business Day following after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Consolidated Fixed Charge Coverage Ratio calculation is required to be delivered pursuant to Section 5.01(a) 6.1 or Section 5.01(b7.2(a) (such date, the “Cure Expiration Date”), Holdings may designate any portion of the Borrower or Net Cash Proceeds of any Parent Entity thereof shall have the right to issue issuance of common Equity Interests or other Equity Interests (provided such other Equity Interests are or, if on terms and conditions reasonably satisfactory acceptable to the Administrative Agent, preferred) for Equity Interests of any Loan Party or any cash or otherwise receive cash contributions capital contribution to the capital common or preferred equity of any Loan Party as an increase to Consolidated EBITDA with respect to such applicable Fiscal Quarter; provided that all such Net Cash Proceeds to be so designated (i) are actually received by the Borrower Loan Parties as cash common Equity Interests or other Equity Interests preferred equity (provided including through capital contribution of such other Equity Interests are reasonably satisfactory Net Cash Proceeds to the Administrative AgentLoan Parties) after the date of such Notice of Intent to Cure and before the Cure Expiration Date and (collectively, ii) the “Cure Right”), and upon aggregate amount of such Net Cash Proceeds or cash capital contribution that are so designated shall not exceed 100% of the aggregate amount necessary to cure such Event of Default under Article VI for any applicable Test Period. (b) Upon receipt by the Borrower Loan Parties of the any such designated Net Cash Proceeds of such issuance that are not otherwise applied or cash capital contribution (the “Cure Amount”) pursuant in accordance with this Section 10.4, Consolidated EBITDA for any period of calculation which includes the last Fiscal Quarter of the Test Period ending immediately prior to the exercise by the Borrower of date on which such Cure Right such Financial Performance Covenant Amount was received shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring calculating the Financial Performance Covenant and not for any other purpose under this AgreementConsolidated Fixed Charge Coverage Ratio pursuant to Section 6.1, by an amount equal to the Cure Amount;. The resulting increase to Consolidated EBITDA and any reduction in Indebtedness, if applicable, from designation 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 Consolidated Fixed Charge Coverage Ratio pursuant to Section 6.1 and for additional clarification shall not adjust the calculation of Consolidated EBITDA for purposes of determining the Net Leverage Ratio, the Secured Leverage Ratio, the Interest Coverage Ratio or Consolidated Fixed Charge Coverage Ratio (other than for purposes of actual compliance with Section 6.1 as of the end of any applicable Test Period). Any Indebtedness prepaid with the proceeds of the Cure Amount shall be deemed outstanding for purposes of determining compliance with Section 6.1. (bc) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries Loan Parties shall then be in compliance with the requirements of the Financial Performance CovenantsSection 6.1, the Borrower and its Restricted Subsidiaries Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance 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 existing breach or default of the Financial Performance Covenant that had occurred Section 6.1 shall be deemed cured for this purpose of the purposes of this Agreement; and. (cd) Notwithstanding anything herein to the contrary, (i) in In each four consecutive fiscal quarter period of the Borrower four Fiscal Quarters, there shall be at least two fiscal quarters in (2) Fiscal Quarters for which the Cure Right Consolidated EBITDA is not exercised, increased by exercise of a cure pursuant to Section 10.4(a). Consolidated EBITDA may not be increased by the exercise of a cure pursuant to Section 10.4(a) more than four (ii4) times during the term of this Agreement. (e) From the date of delivery of a Notice of Intent to Cure until the earlier to occur of the Cure Expiration Date and the date on which the Administrative Agent is notified by Holdings or the Lead Administrative Borrower that the required contribution will not be made, the Event of Default resulting from the breach of Section 6.1 for which the applicable Notice of Intent to Cure Right was delivered shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to exist for all purposes of the Loan Documents, including, without limitation, conditions to funding (provided that, during such period, the exercise by the Administrative Agent of its rights or remedies with respect to such Event of Default resulting from the breach of Section 6.1 shall be a subject to the provisions of Section 10.2(c)); and in the event the required contribution is not made by the Cure Amount Expiration Date, the Administrative Agent and (iv) the Lenders shall not be required have all rights and remedies available to make a Loan or issue, amend, renew or extend any Letter them in respect of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision such Event of Default as provided in this Agreement to and the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreementother Loan Documents.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01(b), in the event that the Parent Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of Covenant, from the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Test Period until the expiration of the 10th fifteenth Business Day following after the date on which the financial statements with respect to the Test Period in which such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) covenant is being measured are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b)6.01, the Parent Borrower or may designate any direct equity investment in the Parent Entity thereof shall have Borrower in cash in the right to issue form of common Equity Interests (or other Qualified Equity Interests (provided such other Equity Interests are of the Parent Borrower reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to made during the capital Test Period until the end of the Borrower such time period as cash common Equity Interests or other Equity Interests a Cure Amount (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of net cash proceeds corresponding to the Net Proceeds exercise of such issuance that are not otherwise applied the Cure Right (the “Cure Amount”) pursuant to ), the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustment: increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (ax) such pro forma adjustment to Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, given solely for the purpose of measuring determining the existence of a Default or an Event of Default under the Financial Performance Covenant 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 Loan Document (including, by an without limitation, for purposes of determining pricing, mandatory prepayments and the availability or amount equal permitted pursuant to any covenant under Article VII) for the quarter with respect to which such Cure Right was exercised and (y) there shall be no reduction in Indebtedness in connection with any Cure Amounts for determining compliance with Section 7.09 and no Cure Amounts will reduce (or count towards) the First Lien Leverage Ratio, the Secured Leverage Ratio or the Total Leverage Ratio for purposes of any calculation thereof, in each case, for the fiscal quarter with respect to which such Cure Right was exercised, except that with respect to fiscal quarters thereafter, such reduction may apply but only to the Cure Amount;extent the proceeds are actually applied to prepay Indebtedness pursuant to Section 2.05(a). (b) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion exercise of the Cure Amount on Right and the balance sheet of the Borrower and its Restricted Subsidiaries with respect recalculations pursuant to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)clause (a) above, the Parent Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant during such Test Period (including for purposes of Section 4.02), the Parent Borrower and its 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 Default or default Event of the Financial Performance Covenant Default under Section 8.01 that had occurred shall be deemed cured for cured; provided that (i) the purposes of this Agreement; and Cure Right may be exercised on no more than five (c5) Notwithstanding anything herein to the contraryoccasions, (iii) in each four consecutive fiscal quarter period of the Borrower period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, and (iii) with respect to any exercise of the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of complying to cause the Parent Borrower to be in compliance with the Financial Performance Covenant and any amounts Covenant. (c) Notwithstanding anything in excess thereof this Agreement to the contrary, following the delivery by the Parent Borrower of a written notice to the Administrative Agent of its intent to exercise the Cure Right (x) the Lenders shall not be deemed permitted to be exercise any rights then available as a result of an Event of Default under this Article VIII on the basis of a breach of the Financial Covenant so as to enable the consummation of the Cure Amount Right as permitted under this Section 8.05 and (ivy) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit Extension and the L/C Issuers shall not be required to make any L/C Credit Extension unless and until the Parent Borrower has received the Cure Amount required to cause the Parent Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementCovenant.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, Agent may at any time after an Event of Default has occurred and is continuing, at its option, upon reasonable prior notice to Administrative Borrower Representative, (a) cure any default by any Borrower or Guarantor under any material agreement with a third party if (i) such Borrower or Guarantor is not disputing such default or are not proceeding to cure the beginning same and (ii) the failure to cure could reasonably be expected to materially and adversely affect the Collateral, its value or the ability of such fiscal quarter until the expiration Agent to collect, sell or otherwise dispose of the 10th Business Day following Collateral or the date rights and remedies of Agent or any Lender therein or the ability of any Borrower or Guarantor to perform its obligations hereunder or under any of the other Financing Agreements, (b) pay or bond on which appeal any final judgment entered against any Borrower or Guarantor if (i) such Borrower is not appealing the financial statements same and (ii) the failure to pay or bond such judgment could reasonably be expected to materially and adversely affect the Collateral, (c) discharge taxes, liens, security interests or other encumbrances at any time levied on or existing with respect to the Collateral and pay any amount, incur any expense or perform any act which, in Agent's reasonable judgment, is necessary or appropriate to preserve, protect, insure or maintain the Collateral and the rights of Agent and Lenders with respect thereto; provided that Agent shall not exercise its rights pursuant to this Section 7.6 to discharge such fiscal quarter taxes, liens, security interests or other encumbrances that are permitted under Section 9.8 hereof, unless either (i) an Event of Default has occurred and is continuing, or (ii) with respect to liens, security interests or other encumbrances, the fiscal year ended on the last day beneficiary or holder of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) lien, security interest or Section 5.01(b), the Borrower or any Parent Entity thereof shall have other encumbrance has the right to issue common Equity Interests take action against or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to the Collateral, the exercise of which right is not then subject to an effective stay pursuant to applicable law. Agent may add any amounts so expended to the Obligations and charge any Borrower's account therefor, such applicable fiscal quarter amounts to be repayable by Borrowers on demand. Agent and any four fiscal quarter period that contains Lenders shall be under no obligation to effect such fiscal quartercure, solely for the purpose of measuring the Financial Performance Covenant payment or bonding and not for any other purpose under this Agreementshall not, by an amount equal to the Cure Amount; (b) ifdoing so, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements assumed any obligation or liability 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 any Borrower or default of the Financial Performance Covenant that had occurred Guarantor. Any payment made or other action taken by Agent or any Lender under this Section shall be deemed cured for the purposes of this Agreement; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant without prejudice to any exercise right to assert an Event of the Cure Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementDefault hereunder and to proceed accordingly.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or Section 8.02, in but subject to Sections 8.04(b) and (c), for the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements purpose of determining whether an Event of Default under the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b)has occurred, the Borrower may on one or more occasions designate any Parent Entity thereof shall have portion of the right to issue common Net Cash Proceeds from any Permitted Equity Interests Issuance or other Equity Interests (provided such other Equity Interests are reasonably satisfactory of any contribution to the Administrative Agent) for cash or otherwise receive cash contributions to the common equity capital of the Borrower as cash common Equity Interests (or from any other contribution to capital or sale or issuance of any other Equity Interests (provided such other Equity Interests are on terms reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant as an increase to Consolidated EBITDA of the exercise Borrower for the applicable fiscal quarter; provided that (i) such amounts to be designated are actually received by the Borrower (i) on and after the first Business Day of such Cure Right such Financial Performance Covenant shall be recalculated giving effect the applicable fiscal quarter and (ii) on and prior to the following pro forma adjustment: tenth (a10th) Consolidated EBITDA shall Business Day after the date on which financial statements are required to be increased delivered with respect to such applicable fiscal quarter and (the “Cure Expiration Date”), (ii) such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any four Event of Default under the Financial Covenant as of such date; and (iii) the Borrower will have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Cash Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter period will be used and included when calculating Consolidated EBITDA for each Test Period that contains includes such fiscal quarter, solely . The parties hereby acknowledge that this Section 8.04(a) may not be relied on for the purpose purposes of measuring calculating any financial ratios other than as applicable to the Financial Performance Covenant (and may not be included for purposes of determining any other purpose term hereunder and the availability or amount permitted pursuant to any covenant under this Agreement, by an Article VII) and may not result in any adjustment to any amounts (including the amount equal of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount; (b) ifAmount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, after giving effect except to the foregoing pro forma adjustment extent such proceeds are actually applied to prepay Indebtedness under the Facility or the Term Loan Credit Agreement. Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02, (without giving effect to any portion A) upon designation of the Cure Amount on the balance sheet of by the Borrower and its Restricted Subsidiaries with respect in an amount necessary to such fiscal quarter only but with giving pro forma effect to cure any portion Event of Default under the Cure Amount applied to any repayment of any Indebtedness)Financial Covenant, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall Covenant will be deemed to have satisfied the requirements of the Financial Performance Covenant and complied with 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 datewith the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the applicable breach date that the Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.04 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or default remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Performance Covenant that had (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred shall be deemed cured for without the purposes of this Agreement; andCure Amount having been designated. (cb) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least no more than two (2) fiscal quarters in which the Cure Right cure right set forth in Section 8.04(a) is not exercised, . (iic) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(a) are exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementFacility.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in but subject to Sections 7.02(b) and (c), for the event that purpose of determining whether an Event of Default under the Borrower and its Restricted Subsidiaries fail to comply with the requirements Financial Covenant has occurred, Parent may on one or more occasions designate any portion of the Financial Performance Covenant as of the last day Net Proceeds from any sale or issuance of any fiscal quarter Equity Interests (other than Disqualified Equity Interests) of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter Parent (or the fiscal year ended on the last day from any other contribution to capital or sale or issuance of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are on terms reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant as an increase to Consolidated EBITDA of Parent for the applicable fiscal quarter; provided that (i) such amounts to be designated are actually received by Parent (i) on and after the first Business Day of the applicable fiscal quarter and (ii) on and prior to the exercise by tenth (10th) Business Day after the Borrower of such Cure Right such Financial Performance Covenant shall date on which financial statements are required to be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased delivered with respect to such applicable fiscal quarter and (the “Cure Expiration Date”), (ii) such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any four Event of Default under the Financial Covenant as of such date and (iii) Parent will have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for any fiscal quarter period will be used and included when calculating Consolidated EBITDA for each Reference Period that contains includes such fiscal quarter. The parties hereby acknowledge that this Section 7.02(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included for purposes of determining pricing, solely mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VI) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount was received other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence (but for the purpose avoidance of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal doubt may be applied to prepay Indebtedness in a subsequent fiscal quarter). Notwithstanding anything to the Cure Amount; contrary contained in Section 7.01, (bA) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion upon designation of the Cure Amount on by Parent in an amount necessary to cure any Event of Default under the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)Financial Covenant, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall Covenant will be deemed to have satisfied the requirements of the Financial Performance Covenant and complied with 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, with the Financial Covenant and no Event of Default under the applicable breach or default Financial Covenant (and any other Default as a result thereof) will be deemed to have occurred for purposes of the Loan Documents, (B) from and after the date that Parent delivers a written notices to the Administrative Agent that it intends to exercise its cure right under this Section 7.02 neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 7.01 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Performance Covenant that had (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated and (C) the Loan Parties shall not be deemed cured for able to obtain any Borrowing hereunder until receipt by the purposes Administrative Agent of this Agreement; andthe notice described in 7.02(a)(iii) from Parent. (cb) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least no more than two (2) fiscal quarters in which the Cure Right cure right set forth in Section 7.02(a) is not exercised, . (iic) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 7.02(a) are exercised during the term of this Agreement; provided that, so long as the Cure Right shall not Revolving Commitments incurred on the Closing Date have matured or been terminated, there may be an additional fiscal quarter after the Maturity Date applicable to such Revolving Commitments in which the cure rights set forth in this Section 7.02 are exercised more than five times, (iii) during the Cure Amount shall be no greater than the amount required for purposes term of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementRevolving Commitments.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Holdings and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any applicable fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th fifteenth (15th) Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), as applicable (the Borrower or any Parent Entity thereof “Cure Termination Date”), Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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;; and (bii) if, after giving effect to the 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 Holdings and its Restricted Subsidiaries Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Borrower Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower Holdings and its 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 or event of default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this AgreementAgreement and the other Loan Documents; andprovided that the Administrative Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five (5) times, (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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) neither the Lenders 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 6.11 until after Holding’s ability to cure has lapsed and Holdings has not exercised the Cure Right, and, if the Administrative Borrower shall have delivered to the Administrative Agent a notice of its intent to cure a breach or default under Section 7.01(d)(ii) prior to the Cure Termination Date, no Event of Default under Section 7.01(d)(ii) shall then be required deemed to make a Loan or issuebe in existence, amendprovided, renew or extend any Letter of Credit unless and until the Borrower has received however, that if the Cure Amount required is not received by Holdings on or prior to cause the Borrower and the Restricted Subsidiaries Cure Termination Date, such Event of Default shall be deemed to be in compliance with the Financial Performance Covenantsarise). Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall not be disregarded included in the calculation of Consolidated EBITDA or any incurrence ratio test for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement. For the avoidance of doubt, no Cure Amounts shall be applied to reduce the Indebtedness of Holdings and its Restricted Subsidiaries on a Pro Forma Basis for purposes of determining compliance with the Financial Performance Covenant for 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 Agent may, at its option, upon notice to Administrative Borrower, (a) cure any default by any Borrower under any material agreement with a third party that affects the contrary contained in Section 7.01Collateral, in its value or the event that the Borrower and its Restricted Subsidiaries fail ability of Agent to comply with the requirements collect, sell or otherwise dispose of the Financial Performance Covenant as Collateral or the rights and remedies of Agent or any Lender therein or the ability of any Borrower to perform its obligations hereunder or under any of the last day other Financing Agreements, at any time on or after a Default or Event of Default exists or has occurred and is continuing, or if after giving effect to any fiscal quarter Reserve in respect of the such default Excess Availability is or would be less than $5,000,000; (b) pay or bond on appeal any judgment entered against Borrower, at any time on or after the beginning a Default or Event of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (Default exists or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) has occurred and is continuing, or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, if after giving effect to the foregoing pro forma adjustment any Reserve in respect of such judgment Excess Availability is or would be less than $5,000,000; (without giving effect to c) discharge taxes, liens, security interests or other encumbrances at any portion of the Cure Amount time levied on the balance sheet of the Borrower and its Restricted Subsidiaries or existing with respect to the Collateral and pay any amount, incur any expense or perform any act which, in Agent’s judgment, is necessary or appropriate to preserve, protect, insure or maintain the Collateral and the rights of Agent and Lenders with respect thereto; provided, that, Agent shall not exercise its right pursuant to this Section 7.6(c) to discharge such fiscal quarter only but taxes, liens, security interest or other encumbrances that are permitted under Section 9.8 hereof, unless either (i) a Default or Event of Default shall exist or have occurred and be continuing, or (ii) with giving pro forma effect respect to any portion of the Cure Amount applied to any repayment of any Indebtedness)liens, security interests or other encumbrances, the Borrower beneficiary or holder of such lien, security interest or other encumbrance has the right to take action against or with respect to the Collateral which right is not subject to an effective stay pursuant to applicable law. Agent may add any amounts so expended to the Obligations and its Restricted Subsidiaries charge any Borrower’s account therefor, such amounts to be repayable by Borrowers on demand. Agent and Lenders shall then be in compliance with the requirements of the Financial Performance Covenantsunder no obligation to effect such cure, the Borrower payment or bonding and its Restricted Subsidiaries shall not, by doing so, be deemed to have satisfied the requirements assumed any obligation or liability 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 any Borrower. Any payment made or default of the Financial Performance Covenant that had occurred other action taken by Agent under this Section shall be deemed cured for the purposes of this Agreement; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant without prejudice to any exercise right to assert an Event of the Cure Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementDefault hereunder and to proceed accordingly.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant Maintenance Covenants as of the last day of any applicable fiscal quarter of the Lead Borrower, at any time after the beginning end of such fiscal quarter until the expiration of the 10th fifteenth (15th) Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter of the Lead Borrower (or the fiscal year of the Lead Borrower ended on the last day of such fiscal quarterquarter of the Lead Borrower) are required to be delivered pursuant to Section Sections 5.01(a) or Section 5.01(b(b), as applicable (such date, the “Cure Expiration Date”), the Lead Borrower or any Parent Entity thereof shall have the right to issue common Qualified Equity Interests (or other Equity Interests (provided such other Equity Interests are reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Lead Borrower as cash common equity or other Qualified Equity Interests (or other Equity Interests (provided such other Equity Interests are reasonably satisfactory acceptable to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such the Financial Performance Covenant Maintenance Covenants shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant Maintenance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bii) if, after giving effect to the foregoing pro forma adjustment (without giving pro forma effect to any repayment of any Indebtedness with any portion of the Cure Amount and without netting against the calculation of Consolidated Total Indebtedness any portion of the Cure Amount on the balance sheet of the Lead Borrower and its Restricted Subsidiaries Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Lead Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Maintenance Covenants, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant Maintenance 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 Performance Covenant Maintenance Covenants that had occurred shall be deemed cured for the purposes of this Agreement; andprovided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by the Borrower (or any other receipt of cash in respect of its Cure Rights). (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Lead Borrower there shall be at least no more than two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (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 Financial Performance Covenant Maintenance Covenants and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-ratio based conditions or tests, pricing or any and/or available basket under Article VI of this AgreementAgreement (and the Cure Amount shall not be credited as an addition to any basket (including the Available Amount or the Available Equity Amount) or for any other calculation). For the avoidance of doubt, no Cure Amounts shall be applied to reduce the Indebtedness of the Borrower and its Subsidiaries on a Pro Forma Basis (whether by “cash netting” or otherwise) for purposes of determining compliance with the Financial Maintenance Covenants for the fiscal quarter with respect to which such Cure Right was made. (c) [Reserved]. (d) Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans under the Term Facility or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or the Badcock Collateral or exercise any remedy solely on the basis of an Event of Default having occurred and being continuing with respect to the Financial Maintenance Covenants, in each case, unless such Event of Default is not cured pursuant to the exercise of the applicable Cure Right on or prior to the applicable Cure Expiration Date (except to the extent that the Lead Borrower has confirmed in writing that it does not intend to provide the Cure Amount).

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant (if applicable) as of the last day of any applicable fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th tenth (10th) Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common Equity Interests equity or other Qualified Equity Interests (provided such which Holdings shall contribute through its subsidiaries as cash common equity or other Qualified Equity Interests are reasonably satisfactory to the Administrative AgentInterests) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to one of the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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;; or (bii) if, after giving effect to the 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 Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of contained in the Financial Performance CovenantsCovenant or the Financial Performance Covenant is not applicable for such fiscal quarter, the Borrower and its the 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; andprovided that the Borrower shall have notified the First Lien Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two one (1) fiscal quarters 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 times, (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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement. For the avoidance of doubt, no Cure Amounts shall be applied to reduce the Indebtedness of the Borrower and its Restricted Subsidiaries on a Pro Forma Basis for purposes of determining compliance with the Financial Performance Covenants for 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. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the either Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time on or after the beginning of such fiscal quarter last day until the expiration of the 10th Business Day following day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(c) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings (which Holdings shall contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied and excluding a portion of such Net Proceeds equal to the aggregate amount (if any) of all Restricted Payments made pursuant to Section 6.08(a)(viii) during the 90 day period immediately preceding the Borrower’s receipt of such Net Proceeds (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (aA) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bB) ifIf, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of adjustment, Holdings and the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, Holdings and the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance 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 Performance Covenant Covenants that had occurred shall be deemed cured for the purposes of this Agreement; and. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during in each eight consecutive fiscal quarter period of the term of this AgreementBorrower, there shall be at least four fiscal quarters in which the Cure Right shall is not be exercised more than five times, 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 and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI 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 Parent Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as of the last day of with respect to any fiscal quarter of the Borrower, at any time after when the beginning Parent Borrower is required to comply with such Financial Covenant pursuant to the terms thereof, then from the first day of such fiscal quarter until the expiration of the 10th fifteenth Business Day following the date on which the financial statements with Compliance Certificate is required to be delivered in respect to of such fiscal quarter pursuant to Section 6.02(a) (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(bperiod being the “Anticipated Cure Deadline”), the Parent Borrower or any Parent Entity thereof shall have the right (the “Cure Right”) to issue common Equity Interests Capital Stock or other Equity Interests Qualified Capital Stock (provided such other Equity Interests are or preferred equity or convertible preferred equity reasonably satisfactory acceptable to the Administrative Agent) for cash cash, or obtain a contribution to its equity (which shall be in the form of common equity or Qualified Capital Stock or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are in form reasonably satisfactory acceptable to the Administrative Agent) (collectively, the “Cure RightEquity”), ) and upon the receipt by the Parent Borrower of the Net Proceeds of net cash proceeds from such issuance that are not otherwise applied Cure Equity (the “Cure Amount”) ), pursuant to the exercise by the Parent Borrower of such Cure Right such Right, the calculation of Consolidated EBITDA as used in the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA shall be increased with respect to for such applicable fiscal quarter (and for any four fiscal quarter subsequent period that contains includes such fiscal quarter) shall be increased, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of amounts available under Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate); provided that (1) the receipt by an amount equal the Parent Borrower of the Cure Amount pursuant to the Cure Amount;Right shall be deemed to have no other effect on a consolidated basis 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 fiscal quarter for which the Cure Right was exercised for purposes of calculating the Financial Covenant (unless such Cure Amount is actually applied to repay such Indebtedness)); and (bii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Parent Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Parent Borrower and its 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 (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 (ciii) no Default or Event of Default shall be deemed to exist from the end of the applicable fiscal quarter until the Anticipated Cure Deadline, and the Lenders (i) shall not be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments 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, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline and (ii) shall not be obligated to make any Credit Extension under the Revolving Credit Facility until such Cure Amount has been received by the Parent Borrower. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower there shall be at least no more than two consecutive 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 AgreementSection 8.03, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying to remedy the applicable failure to comply with the Financial Performance Covenant. (c) No Lender shall be required, from the date on which the Compliance Certificate is delivered with respect to the applicable fiscal quarter in which the Parent Borrower fails to comply with the Financial Covenant and any amounts until such Cure Equity is received in excess thereof shall not be deemed to be a Cure Amount and (iv) accordance with the Lenders shall not be required terms of this Section 8.03 or such failure is waived in accordance with Section 10.01, to make a any Revolving Credit Loan or issue, amend, renew extend the expiry date thereof or extend increase the amount of any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01, in for purposes of determining whether any Default or Event of Default resulting from the event that the Borrower and its Restricted Subsidiaries fail failure to comply with the requirements of the perform or observe any Financial Performance Covenant has occurred, as of any date, and at any time during the applicable Fiscal Quarter or on or after the last day of any fiscal quarter of the Borrower, at any time after applicable Fiscal Quarter and on or prior to the beginning of such fiscal quarter until day that is the expiration of the 10th tenth Business Day following after the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a6.01(a) or and Section 5.01(b6.01(b), as applicable, with respect to the applicable Fiscal Quarter hereunder (the “Cure Expiration Date”), the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests Stock (or other Equity Interests (provided such other Equity Interests are Stock of the Borrower reasonably satisfactory acceptable to the Administrative Agent) for cash or otherwise receive direct equity contributions in cash contributions to the capital (any such net cash proceeds of the Borrower as such issuance or contribution, excluding such net cash common proceeds of such issuance or contribution of Disqualified Stock, a “Specified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure RightContribution”), and upon the receipt by the Borrower of the Net Proceeds of Specified Equity Contribution, the Financial Covenants shall be recalculated, giving effect to a pro forma increase to EBITDA for such issuance Fiscal Quarter and each subsequent period that are not otherwise applied includes such Fiscal Quarter (the “Cure AmountRight”). (b) pursuant The right to make a Specified Equity Contribution is subject to the following conditions: (i) no more than two Specified Equity Contributions may be made in any period of four consecutive Fiscal Quarters, (ii) no more than two Specified Equity Contributions may be made prior to the Revolving Credit Facility Termination Date, (iii) the net cash proceeds of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in pro forma compliance with the Financial Covenants for any applicable period, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution used to increase EBITDA for determining compliance with the Financial Covenants for the four Fiscal Quarter period ending with the Fiscal Quarter ended immediately prior to the exercise of the Cure Right, (v) all Specified Equity Contributions shall be disregarded for purposes of determining availability or amount under any basket, financial ratio-based conditions or for carve-outs or for any other purposes and (vi) no Specified Equity Contributions held by the Borrower or any of such Cure Right such Financial Performance Covenant its Subsidiaries shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely qualify as “unrestricted cash” or Cash Equivalents” for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal calculating Liquidity. (c) Notwithstanding anything to the Cure Amount; contrary contained in Section 7.16, (bA) if, after giving effect to if upon the foregoing pro forma adjustment (without giving effect to any portion exercise of the Cure Amount on the balance sheet of Right the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries Financial Covenants shall be deemed to have satisfied the requirements of the Financial Performance Covenant and complied with 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 datethe Financial Covenants, and any Default or Event of Default related to any failure to comply the applicable Financial Covenants shall be deemed not to have occurred ; provided that no Borrower shall be permitted to borrow Revolving Credit Loans or make any request for the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) until and unless (x) the Specified Equity Contribution has been received by the Borrower or (y) all such Defaults and Events of Default (or the restrictions contained in this proviso) shall have been waived or cured in accordance with the terms of this Agreement. (d) Following the delivery by the Borrower of a written notice to the Administrative Agent of its intent to exercise the Cure Right, (x) prior to the Cure Expiration Date, the Administrative Agent and the Lenders shall not be permitted to exercise any rights then available as a result of an Event of Default under this Article VIII on the basis of a breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for so as to enable the purposes consummation of this Agreement; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, as permitted under this Section 8.04 and (iiy) during for the term avoidance of this Agreementdoubt, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Revolving Credit Lenders shall not be required to make a Loan or issueany Revolving Credit Loans and the L/C Issuers shall not be required to make any L/C Credit Extension, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause a Specified Equity Contribution in an amount that causes the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement , and further subject to the contrary, the Cure Amount received pursuant to any exercise satisfaction of the Cure Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreementset forth in Section 4.03.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its the Restricted Subsidiaries reasonably expect to fail (or have failed) to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of such the last fiscal quarter of such Test Period until the expiration of the 10th Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year Fiscal Year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), as applicable (the Borrower “Cure Deadline”), Holdings (or any Parent Entity thereof thereof) or the Borrower shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any Parent Entity of Holdings receive Equity Interests in Holdings for its capital contributions to) the capital of the Borrower as cash common Equity Interests or other Equity Interests equity (provided such other Equity Interests are reasonably satisfactory which, if received by Holdings, Holdings shall contribute to the Administrative AgentBorrower as cash common equity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Cash Proceeds of such issuance that are not otherwise applied or contribution (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period Test Period that contains such fiscal quarter, solely for the purpose of measuring the Consolidated Secured Leverage Ratio for purposes of the Financial Performance Covenant and and, subject to clause (c) below, not for any other purpose under this Agreement, by an amount equal to the Cure Amount (but not in excess of the Necessary Cure Amount); (bii) if, after giving effect to the 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 with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any IndebtednessSubsidiaries), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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; and (ciii) Consolidated Debt with respect to any Test Period subsequent to the Test Period for which the Cure Amount is deemed applied that includes such fiscal quarter with respect to which such Cure Amount is received by the Borrower shall be decreased solely to the extent proceeds of the Cure Amount are applied to prepay any Indebtedness (provided that any such Indebtedness so prepaid shall be a permanent repayment of such Indebtedness and termination of commitments thereunder) included in the calculation of Consolidated Debt; provided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the Permitted Cure Securities for cash or the receipt of the cash contributions by Holdings. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial statements are required to be a delivered for such fiscal quarter, then the Cure Amount and shall be equal to the amount reasonably determined by the 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) 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 in which such Cure Amount increased the Consolidated EBITDA pursuant to clause (a)(i) above; provided that, to the extent such proceeds are applied to prepay Indebtedness, such reduction in Indebtedness may be given effect in determining compliance with the Financial Covenant in subsequent fiscal quarters and (v) upon receipt by the Administrative Agent of written notice, prior to the expiration of the 10th Business Day subsequent to the due date for delivery of the relevant financial statements pursuant to Section 5.01(a) or (b) (the “Anticipated Cure Deadline”) that the Borrower is considering the exercise of the Cure Right, the Lenders shall not be required permitted to make exercise any remedies under Section 7.01 or otherwise under the Loan Documents, including accelerating Loans held by them or to exercise remedies against the Collateral on the basis of a Loan or issue, amend, renew or extend any Letter failure to comply with the requirements of Credit unless and the Financial Covenant until such failure is not cured pursuant to the Borrower has received exercise of the Cure Amount required Right on or prior to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAnticipated Cure Deadline. Notwithstanding any other provision in this Agreement to the contrary, but subject to clause (c) below, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-ratio based conditions or testscondition, pricing or any available basket under Article VI of this Agreement. (c) Notwithstanding anything herein to the contrary, 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, the Available Amount or the Available Equity Amount and any pricing provisions and (ii) less than the Necessary Cure Amount, then not later than the applicable Cure Deadline, the Borrower must receive the cash proceeds of Permitted Cure Securities or a cash capital contribution to Holdings, which cash common equity proceeds received by Borrower shall be equal to the shortfall between such Expected Cure Amount and such Necessary Cure Amount.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant Section 6.10 as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following subsequent to the date on which the financial statements a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are is required to be delivered pursuant to in accordance with Section 5.01(a) or Section 5.01(b5.01(d), the Borrower or any Parent Entity thereof Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests (which Holdings shall contribute to the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant the financial performance covenants set forth in Section 6.10 shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant financial performance covenants set forth in Section 6.10 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bii) if, after giving effect to the 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 Holdings and its Restricted Subsidiaries Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of and the Cure Amount applied to any repayment of any Indebtednessfiscal quarter immediately following such fiscal quarter only), the Borrower Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenantsfinancial performance covenants set forth in Section 6.10, the Borrower Holdings and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant financial performance covenants 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 Performance Covenant financial performance covenants set forth in Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement; andprovided that the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, 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 Financial Performance Covenant financial performance covenants set forth in Section 6.10 and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available AmountApplicable Rate, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement, any cash netting from indebtedness for financial ratio-based calculations (with respect to such fiscal quarter) or any other financial-ratio based conditions other than compliance with the financial performance covenants set forth in Section 6.10 and there shall be no pro forma reduction in indebtedness with the proceeds of any Cure Amount for purposes of determining compliance with the financial performance covenants set forth in Section 6.10. For the avoidance of doubt, no Lender shall be required to make any extension of credit and no Issuing Bank shall be required to Issue any Letters of Credit during the ten Business Day period referred to in clause (a) above unless the Borrower has received the proceeds of such Cure Amount.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Maintenance Covenant as of the last day of any fiscal quarter of the BorrowerTest Period, at any time after the beginning of such fiscal quarter period until the expiration of the 10th fifteenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) Test Period are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, the Borrower or any Parent Entity thereof shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative AgentAgent (each such issuance taken pursuant to and in accordance with this Section 7.02, a “Specified Equity Issuance”) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) , in each case, which are contributed to the Borrower in the form of cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Right, the satisfaction of the RC Facility Test Condition or the Financial Performance Covenant Maintenance Covenant, as applicable, shall be recalculated giving effect to the following pro forma adjustment: (a) at the option of the Borrower, either (i) the amount calculated pursuant to the definition of “RC Facility Test Condition” shall be reduced and/or (ii) Consolidated EBITDA shall be increased increased, in each case with respect to the foregoing clauses (i) and (ii), (x) solely with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely (y) for the purpose of measuring the Financial Performance Maintenance Covenant and not for any other purpose under this Agreement, Agreement and (z) by an amount equal to the Cure Amount; (b) if, after giving effect to the foregoing pro forma adjustment recalculation (without giving effect netting against the calculation of Consolidated First Lien Net Debt (or any component definition thereof), with respect to such fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries without giving pro forma effect, with respect to such fiscal quarter only but with giving pro forma effect and any four fiscal quarter that contains such fiscal quarter, to any portion of the Cure Amount applied to any repayment of any IndebtednessIndebtedness in connection therewith, except to the extent of any actual repayment), either (i) the RC Facility Test Condition shall cease to be satisfied, then in such case, the Financial Maintenance Covenant shall cease to be in effect and shall not be required to be tested with respect to the applicable fiscal quarter or (ii) the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsMaintenance Covenant, then in such case, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Maintenance 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 Maintenance Covenant that had occurred (and any other Default or Event of Default as a result thereof) shall be deemed cured for the purposes of this Agreement; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement.;

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.018.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the event that form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Parent Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of after the last day of any fiscal quarter of Fiscal Quarter and on or prior to the Borrower, at any time day that is 10 Business Days after the beginning later to occur of such fiscal quarter until (x) the expiration of day on which financial statements for the 10th Business Day following period to which the Financial Covenant Default is applicable, or (y) the date on which when the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) applicable Liquidity Event first occurred, are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b)for that Fiscal Quarter will, upon the delivery of a written notice by the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory Representative to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests Agent (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectivelynotice, the “Cure RightNotice”), and upon be included as an addition in the receipt by the Borrower calculation of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated Adjusted EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose purposes of measuring calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower Representative shall not for be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) ifFiscal Quarter unless, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its 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; and (c) Notwithstanding anything herein to the contraryrequested Specified Equity Contribution, (ix) in each four consecutive fiscal quarter there will be a period of the Borrower there shall be at least two fiscal quarters Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which the Cure Right is not exercisedno Specified Equity Contribution has been made, and (iiy) during the term of this Agreement, the Cure Right shall not be exercised there have been no more than five timesSpecified Equity Contributions made hereunder, (iiib) the Cure Amount shall amount of any Specified Equity Contribution will be no greater than the amount required to cause the Fixed Charge Coverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions will be disregarded for all other purposes of complying with calculating Consolidated Adjusted EBITDA under the Financial Performance Covenant Credit Documents (including calculating basket levels and any amounts in excess thereof other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to be have been repaid for purposes of (i) calculating the Fixed Charge Coverage Ratio on a Cure Amount and Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period, (ivii) the Lenders shall not be required to make a Loan [reserved] or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in (iii) determining compliance with the Financial Performance CovenantsCovenant. Notwithstanding any other provision in For purposes of this Agreement to the contraryparagraph, the Cure Amount received pursuant term “Relevant Four Fiscal Quarter Period” means, with respect to any exercise of the Cure Right shall be disregarded for purposes of determining the Available Amountrequested Specified Equity Contribution, the Available four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementContribution.

Right to Cure. (1) Notwithstanding anything to the contrary contained in Section 7.018.01 or Section 8.02, in but subject to Sections 8.04(2) and (3), for the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements purpose of determining whether an Event of Default under the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b)has occurred, the Borrower may on one or more occasions designate any Parent Entity thereof shall have portion of the right Net Proceeds from any Permitted Equity Issuance or of any contribution to issue the common Equity Interests equity capital of the Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests (provided such other Equity Interests are on terms reasonably satisfactory to the Administrative Agent) for ), but excluding any proceeds of CapEx Equity and any proceeds of Qualified Capital Contributions that are used to make cash or otherwise receive cash contributions to the capital payments of interest and principal in respect of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied Specified Pari Passu Debt Documents (the “Cure Amount”) pursuant as an increase to the exercise by Consolidated EBITDA of the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to for the following pro forma adjustment:applicable fiscal quarter; provided that (a) Consolidated EBITDA shall such amounts to be increased designated are actually received by the Borrower (i) on and after the first Business Day following the most recently ended fiscal quarter and (ii) on and prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter and any 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;Expiration Date”), (b) if, after giving effect such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any Event of Default under the Financial Covenant as of such date and (c) the Borrower will have provided notice to the foregoing pro forma adjustment Administrative Agent on the date such amounts are designated as a “Cure Amount” (without giving effect 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 Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter will be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(1) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any portion covenant under Article VII) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount was received other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Cure Amount on the balance sheet of by the Borrower and its Restricted Subsidiaries with respect in an amount necessary to such fiscal quarter only but with giving pro forma effect to cure any portion Event of Default under the Cure Amount applied to any repayment of any Indebtedness)Financial Covenant, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall Covenant will be deemed to have satisfied the requirements of the Financial Performance Covenant and complied with 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, with the Financial Covenant and any Event of Default under the applicable breach or default Financial Covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents and (B) 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 8.04 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Performance Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated; provided, that had occurred no Lenders or Issuing Banks shall be deemed cured for required to honor any proposed Credit Extension until and unless there has occurred a designation of the purposes Cure Amount by the Borrower in an amount necessary to cure any Event of this Agreement; andDefault under the Financial Covenant. (c2) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least no more than two (2) fiscal quarters in which the Cure Right cure right set forth in Section 8.04(1) is not exercised, . (ii3) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(1) are exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementFacility.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as at any time when the Borrower is required to comply with such Financial Covenant pursuant to the terms thereof, then from the end of the last day of any most recently ended fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Borrower until the expiration of the 10th fifteenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are relevant Compliance Certificate is required to be delivered pursuant to Section 5.01(a6.02(a) or Section 5.01(b(the last day of such period being the “Anticipated Cure Deadline”), the Borrower or any Parent Entity thereof Holdings shall have the right (the “Cure Right”) to issue common Equity Interests Capital Stock (or other Equity Interests (provided such other Equity Interests are preferred equity or convertible preferred equity reasonably satisfactory acceptable to the Administrative Agent) for cash and contribute the proceeds therefrom in the form of common Capital Stock (or in preferred equity or convertible preferred equity reasonably acceptable to the Administrative Agent) to the Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are in a form reasonably satisfactory acceptable to the Administrative Agent) (collectively, the “Cure RightEquity”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by the Borrower of such Cure Right such Right, the calculation of Consolidated EBITDA as used in the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA shall be increased with respect to for such applicable fiscal quarter (and for any four fiscal quarter subsequent period that contains includes such fiscal quarter) shall be increased, solely for the purpose of measuring the Financial Performance Covenant 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 Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing), by an amount equal to the Cure Amount;; provided that (1) the receipt by the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect on a consolidated basis 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, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the fiscal quarter for which the Cure Right was exercised for purposes of calculating the Financial Covenant or calculating the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio (whether as a result of a prepayment of the Loans or via netting of such Cure Amount); and (bii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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 (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 (ciii) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders (i) shall not be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments 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, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline and (ii) shall not be obligated to make any Credit Extension under the Revolving Credit Facility until such Cure Amount has been received by the Borrower. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower 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 AgreementSection 8.03, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying to remedy the applicable failure to comply with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementCovenant.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.1, in the event that the Borrower and its Restricted Subsidiaries shall fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrowerquarter, at any time after the beginning end of such fiscal quarter until the expiration of the 10th Business Day following subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.1(c) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a5.1(a) or Section 5.01(b(b), as applicable, the Borrower or any Parent Entity thereof shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common for Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds net cash proceeds of such issuance that are not otherwise applied (the ““ Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated Adjusted EBITDA shall be increased with respect to such applicable fiscal quarter and any 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;; and (bii) if, after giving effect to the 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 the Restricted Subsidiaries (in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly)), the Borrower and its the Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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 Default or Event of Default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower 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 shall not be exercised more than five times, four times and (iii) for purposes of this Section 8.2, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 all other purposes, such as for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or applicable Commitment Fee Rate and for purposes of determining any available basket under Article VI of this Agreement. For the avoidance of doubt, in the event that the Borrower shall fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter, an Event of Default shall occur as of such day unless and until such breach is cured pursuant to this Section 8.2.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Holdings and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant (if applicable) as of the last day of any applicable fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th tenth (10th) Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common Equity Interests equity or other Qualified Equity Interests (provided such which Holdings shall contribute through its subsidiaries as cash common equity or other Qualified Equity Interests are reasonably satisfactory to the Administrative AgentInterests) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such the Financial Performance Covenant shall be recalculated giving effect to one of the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; ; or (bii) if, after giving effect to the 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 Holdings and its Restricted Subsidiaries Subsidiaries, in each case, with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtednessonly), the Borrower Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of contained in the Financial Performance CovenantsCovenant or the Financial Performance Covenant is not applicable for such fiscal quarter, Holdings and the Borrower and its 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; andprovided that the Borrower shall have notified the First Lien Administrative Agent of the exercise of such Cure Right within five (5) Business Days of the issuance of the relevant Qualified Equity Interests for cash or the receipt of the cash contributions by Holdings. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this Agreement. For the avoidance of doubt, no Cure Amounts shall be applied to reduce the Indebtedness of Holdings and its Restricted Subsidiaries on a Pro Forma Basis for purposes of determining compliance with the Financial Performance Covenants 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. (a) Notwithstanding anything to the contrary contained in Sections 8.01 or 8.02, if the Lead Borrower determines that an Event of Default under the covenant set forth in Section 7.09 has occurred or may occur, during the period commencing after the beginning of the last fiscal quarter included in such Test Period and ending ten (10) Business Days after the date on which financial statements are required to be delivered hereunder with respect to such fiscal quarter (the “Cure Expiration Date”), a Specified Equity Contribution may be made to the Lead Borrower (a “Designated Equity Contribution”), and the amount of the net cash proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by the Lead Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Lead Borrower) during the period commencing after the beginning of the last fiscal quarter included in such Test Period by the Lead Borrower and ending on the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.09 and shall not result in any adjustment to any baskets or other amounts other than the amount of the Consolidated EBITDA for the purpose of Section 7.09. Notwithstanding anything to the contrary contained in Section 7.018.01 and Section 8.02, in the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements (A) upon designation of the Financial Performance Covenant Designated Equity Contribution by the Lead Borrower in an amount necessary to cure any Event of Default under the covenant set forth in Section 7.09, such covenant will be deemed satisfied and complied with as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant as end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at with such datecovenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Lead Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.05 neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the covenant set forth in Section 7.09 with respect to such quarter (and any other Default as a result thereof), and the applicable breach or default of the Financial Performance Covenant that had occurred Borrowers shall be deemed cured permitted to borrow Revolving Credit Loans and Swing Line Loans and make any request for an L/C Credit Extension, until and unless the purposes of this Agreement; andCure Expiration Date has occurred without the Designated Equity Contribution having been designated. (c) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least two fiscal quarters in which the Cure Right no Designated Equity Contribution is not exercisedmade, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount amount of any Designated Equity Contribution shall be no greater more than the amount required to cause the Lead Borrower to be in Pro Forma Compliance with Section 7.09 for any applicable period, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Designated Equity Contribution for determining compliance with Section 7.09 for the fiscal quarter with respect to which such Designated Equity Contribution was made; provided that to the extent such proceeds are actually applied to prepay Indebtedness, such reduction may be credited in any subsequent fiscal quarter and (v) other than as set forth in the proviso to clause (iv) above, no Designated Equity Contribution may be included for purposes of complying with the Financial Performance Covenant and calculating any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in financial ratios other than compliance with the Financial Performance Covenants. Notwithstanding Covenant and shall not result in any other provision in this Agreement to the contrary, the Cure Amount received pursuant adjustment to any exercise “baskets” or other amounts other than the amount of the Cure Right shall be disregarded for purposes of determining the Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementConsolidated EBITDA referred to in clause (a) above.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following day subsequent to the earlier of (i) the date on which a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) is delivered in accordance with Section 5.01(d) and (ii) the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof as applicable, Holdings shall have the right to issue common Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common equity or other Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied Not Otherwise Applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower Holdings and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower Holdings and its 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; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings 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 shall not be exercised more than five times, 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 Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance CovenantsAmount. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or testsconditions, pricing or any available basket under Article VI of this AgreementAgreement 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. (a) Notwithstanding anything to the contrary contained in Section 7.01, in but subject to Sections 7.02(b) and (c), for the event that purpose of determining whether an Event of Default under the Borrower and its Restricted Subsidiaries fail to comply with the requirements Financial Covenant has occurred, Parent may on one or more occasions designate any portion of the Financial Performance Covenant as of the last day Net Proceeds from any sale or issuance of any fiscal quarter Equity Interests (other than Disqualified Equity Interests) of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter Parent (or the fiscal year ended on the last day from any other contribution to capital or sale or issuance of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are on terms reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant as an increase to Consolidated EBITDA of Parent for the applicable fiscal quarter; provided that (i) such amounts to be designated are actually received by Parent (i) on and after the first Business Day of the applicable fiscal quarter and (ii) on and prior to the exercise by tenth (10th) Business Day after the Borrower of such Cure Right such Financial Performance Covenant shall date on which financial statements are required to be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased delivered with respect to such applicable fiscal quarter and (the “Cure Expiration Date”), (ii) such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any four Event of Default under the Financial Covenant as of such date and (iii) Parent will have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for any fiscal quarter period will be used and included when calculating Consolidated EBITDA for each Reference Period that contains includes such fiscal quarter. The parties hereby acknowledge that this Section 7.02(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included for purposes of determining pricing, solely mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VI) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount was received other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence (but for the purpose avoidance of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal doubt may be applied to prepay Indebtedness in a subsequent fiscal quarter). Notwithstanding anything to the Cure Amount; contrary contained in Section 7.01, (bA) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion upon designation of the Cure Amount on by Parent in an amount necessary to cure any Event of Default under the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)Financial Covenant, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall Covenant will be deemed to have satisfied the requirements of the Financial Performance Covenant and complied with 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, with the Financial Covenant and no Event of Default under the applicable breach or default Financial Covenant (and any other Default as a result thereof) will be deemed to have occurred for purposes of the Loan Documents, (B) from and after the date that Parent delivers a written notices to the Administrative Agent that it intends to exercise its cure right under this Section 7.02 neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 7.01 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Performance Covenant that had (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated and (C) the Loan Parties shall not be deemed cured for able to obtain any Borrowing hereunder until receipt by the purposes Administrative Agent of this Agreement; andthe notice described in Section 7.02(a)(iii) from Parent. (cb) Notwithstanding anything herein to the contrary, (i) in In each period of four consecutive fiscal quarter period of the Borrower quarters, there shall be at least no more than two (2) fiscal quarters in which the Cure Right cure right set forth in Section 7.02(a) is not exercised, . (iic) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 7.02(a) are exercised during the term of this Agreement; provided that, so long as the Cure Right shall not Revolving Commitments incurred on the Effective Date have matured or been terminated, there may be an additional fiscal quarter after the Maturity Date applicable to such Revolving Commitments in which the cure rights set forth in this Section 7.02 are exercised more than five times, (iii) during the Cure Amount shall be no greater than the amount required for purposes term of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementRevolving Commitments.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as at any time when the Borrower is required to comply with such Financial Covenant, pursuant to the terms thereof, then from the end of the last day of any most recently ended fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Borrower until the expiration of the 10th tenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are relevant Compliance Certificate is required to be delivered pursuant to Section 5.01(a6.02(b) or Section 5.01(b(the last day of such period being the “Anticipated Cure Deadline”), the Borrower or any Parent Entity thereof Holdings shall have the right (the “Cure Right”) to issue common Equity Interests Capital Stock (or other Equity Interests (provided such other Equity Interests are preferred equity and/or convertible preferred equity reasonably satisfactory acceptable to the Administrative Agent) for cash and contribute the proceeds therefrom in the form of common Capital Stock or in another form reasonably acceptable to the Administrative Agent to the Borrower or obtain a contribution to its equity (which shall be in the form of common equity or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are in a form reasonably satisfactory acceptable to the Administrative Agent) (collectively, the “Cure RightEquity”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by the Borrower of such Cure Right such Right, the calculation of Consolidated EBITDA as used in the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (a) i. Consolidated EBITDA shall be increased with respect to for such applicable fiscal quarter (and for any four fiscal quarter subsequent period that contains includes such fiscal quarter) shall be increased, solely for the purpose of measuring the Financial Performance Covenant 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 Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing), by an amount equal to the Cure Amount;; provided that (1) 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 (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, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing) 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 Consolidated First Lien Net Leverage Ratio, or the Consolidated Total Net Leverage Ratio, nor shall any Cure Amount held by the Borrower 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 (b) ii. if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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 (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 iii. upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders (ci) shall not be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments 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, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline and (ii) shall not be obligated to make any Credit Extension under the Revolving Credit Facility. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower 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 AgreementSection 8.03, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying to remedy the applicable failure to comply with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementCovenant.

Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower Holdings and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the BorrowerHoldings, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), the Borrower Holdings or any Parent Entity thereof shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower Holdings as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any 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; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower Holdings and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower Holdings and its 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; and (c) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings 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 shall not be exercised more than five times, and (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower Holdings has received the Cure Amount required to cause the Borrower Holdings and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, the Available RP Capacity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementAgreement 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. (a) Notwithstanding anything to the contrary contained in Section 7.018.01 or 8.02, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of the Financial Performance Covenant as Covenant, then (A) from the end of the last day of any most recently ended fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter Borrower until the expiration of the 10th tenth Business Day following subsequent to the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are relevant Compliance Certificate is required to be delivered pursuant to Section 5.01(a6.02(b) or Section 5.01(b(the last day of such period being the “Anticipated Cure Deadline”), the Borrower or any Parent Entity thereof Holdings Topco shall have the right to issue common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) for cash or otherwise receive cash contributions to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”) to issue common Equity Interests, preferred equity certificates and/or convertible preferred equity certificates (so long as such preferred equity certificates and convertible preferred equity certificates do not constitute Disqualified Stock) or in another form reasonably acceptable to the Blackstone Credit Representative for cash and contribute the proceeds therefrom in the form of common Equity Interests, to the Borrower or obtain a contribution to Holdings Topco’s equity (which shall be in the form of common Equity Interests, preferred equity certificates and/or convertible preferred equity certificates (so long as such preferred equity certificates and convertible preferred equity certificates do not constitute Disqualified Stock) or otherwise in a form reasonably acceptable to the Blackstone Credit Representative (the “Cure Equity”) and contribute the proceeds therefrom in the form of common Equity Interests to the Borrower), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) ), pursuant to the exercise by the Borrower of such Cure Right such Right, the calculation of Consolidated EBITDA as used in the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustmentadjustments: (ai) Consolidated EBITDA shall be increased with respect to for such applicable fiscal quarter (and for any four fiscal quarter subsequent period that contains includes such fiscal quarter) shall be increased, solely for the purpose of measuring the Financial Performance Covenant 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 Section 7.05) or determining the Applicable Commitment Fee or Applicable Rate, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing), by an amount equal to the Cure Amount;; provided that (1) 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 (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, provided that, in determining the Applicable Commitment Fee or the Applicable Rate, effect shall be given to the relevant Cure Amount for purposes of clause (y) in the respective definitions thereof, such that no Event of Default shall be deemed to have occurred and be continuing) 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, nor shall any Cure Amount held by the Borrower Parties 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 (bii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant, the Borrower and its 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 AgreementAgreement (and any other Default or Event of 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); and (ciii) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders and in the case of clause (ii) below, the L/C Issuers (i) shall not be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments 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, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline and (ii) shall not be obligated to make any Credit Extension under the Revolving Credit Facility. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal fiscal-quarter period of the Borrower 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 AgreementSection 8.03, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount utilized shall be no greater than the minimum amount required for purposes of complying to remedy the applicable failure to comply with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or tests, pricing or any available basket under Article VI of this AgreementCovenant.

Right to Cure. Notwithstanding anything (a) Solely for purposes of determining compliance with the Financial Covenant, on or prior to the contrary contained in Section 7.01, in the event day that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time is ten (10) Business Days after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date day on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b8.1 for any fiscal quarter (the “Equity Cure Period”), the Borrower Sponsors, any of their Affiliates or any Parent Entity thereof other Persons shall have the right to issue make an equity investment (which equity shall be common equity or Qualified Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory Interests) in Holdings in cash, which Holdings shall subsequently contribute to U.S. Holdings, and U.S. Holdings shall contribute to the Administrative Agent) for cash Borrower on or otherwise receive cash contributions prior to the capital expiration of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustment: (a) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains Period for such fiscal quarter, solely and such cash will, if so designated by the Borrower, be included in the calculation of Consolidated EBITDA for the purpose purposes of measuring determining compliance with the Financial Performance Covenant at the end of such fiscal quarter and not for the subsequent three fiscal quarters (any other purpose under this Agreementsuch equity contribution so included in the calculation of Consolidated EBITDA, by an amount equal to the Cure Amount; a “Specified Equity Contribution”); provided that (a) there shall be no more than two (2) quarters in each four (4) consecutive fiscal quarter period in respect of which a Specified Equity Contribution is made, (b) if, after giving effect the amount of any Specified Equity Contribution shall be no more than the amount required to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of cause the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance CovenantsCovenant on a Pro Forma Basis, the Borrower and its 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; and (c) Notwithstanding anything herein to the contrary, no more than five (i5) in each four consecutive fiscal quarter period of the Borrower there Specified Equity Contributions shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) made during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iiid) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right all Specified Equity Contributions shall be disregarded for purposes of any financial ratio determination under this Agreement other than for determining compliance with the Financial Covenant (and will not be credited as an addition to the Available AmountAmount or Excluded Contribution) and (e) there shall be no reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter for which such Specified Equity Contribution was made. (b) Upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the last day of the Equity Cure Period, neither the Available Equity Amount, Administrative Agent nor any financial ratio-based conditions Lender shall exercise any rights or tests, pricing remedies under this Section 11 (or any rights and remedies under any other Loan Document that are available basket under Article VI during the continuance of this Agreementan Event of Default) on the basis of any failure to comply with the Total LeverageFinancial Covenant until the expiration of the Equity Cure Period.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower and its Restricted Subsidiaries fail fails to comply with the requirements of any of the Financial Performance Covenant as of the last day of Covenants with respect to any fiscal quarter of the BorrowerCalculation Period, at any time after the beginning last day of such fiscal quarter the relevant Calculation Period until the expiration of the 10th tenth Business Day following subsequent to the date on which the financial statements a Compliance Certificate with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are Calculation Period is required to be delivered pursuant in accordance with Section 5.04(c) (such period commencing after the Calculation Period and ending prior to Section 5.01(a) or Section 5.01(bthe expiration of such tenth Business Day, the “Cure Period”), the Borrower or any Parent Entity thereof Holdings shall have the right to receive cash capital contributions or issue Qualified Capital Stock in the form of common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agent) stock for cash or otherwise receive (which cash contributions Holdings shall promptly contribute to the capital of the Borrower as cash common Equity Interests or other Equity Interests (provided such other Equity Interests are reasonably satisfactory to the Administrative Agentequity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance that are not otherwise applied cash (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right such Financial Performance Covenant Covenants shall be recalculated giving effect to the following pro forma adjustment: (ai) Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarterincreased, solely for the purpose of measuring the Financial Performance Covenant Covenants with respect to such Calculation Period (the “Initial Calculation Period”) and any subsequent Calculation Period that contains the last fiscal quarter of the Initial Calculation Period, and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bii) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such fiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness)recalculations, the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance 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 Performance Covenant Covenants that had occurred shall be deemed cured for the purposes of this Agreement; andprovided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Equity Interests for cash or the receipt of the cash contributions by Holdings and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Holdings to the Borrower) during the Cure Period. (cb) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower Holdings 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 shall not be exercised more than five four times, (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater than the minimum amount required for purposes of complying with the Financial Performance Covenant Covenants for the relevant period, and any amounts in excess thereof shall not be deemed to be a Cure Amount and Amount, (iv) the Lenders shall not be required to make a Loan or issue, amend, renew or extend any Letter of Credit unless and until the Borrower has received the Cure Amount required to cause the Borrower and the Restricted Subsidiaries to be in compliance with the Financial Performance Covenants. 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 Available Amount, the Available Equity Amount, any financial ratio-based conditions or teststerms, pricing or the Available Amount and any available basket under Article VI hereunder, and (v) the Cure Amount shall not result in any (x) reduction in Indebtedness for purposes of this Agreementcalculating compliance with any of the financial covenants hereunder or (y) increase in the amount of cash and Cash Equivalents that would otherwise be included in the calculation of Total Net Debt.