Common use of Right to Cure Clause in Contracts

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in the event that Intermediate Holdings fails to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter, until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) If, after giving effect to the foregoing recalculation, Intermediate Holdings shall be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 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 Event of Default of such financial covenant that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 9.01 or 9.02, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.138.10, from the last day of the applicable fiscal quarter, then: (a) until the expiration of the 10th fifteenth (15th) Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered with respect to such fiscal quarter pursuant to Section 5.02(a7.01(a) or (b), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, Qualified Capital Stock to contribute any such cash as common equity to a Person other than a Subsidiary of the Borrower or an Unrestricted Subsidiary for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash cash, in an amount no greater than the amount required to cause the Borrower to be in compliance with the financial covenant set forth in Section 8.10 with respect to such fiscal quarter (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA of the Borrower as used in the financial covenant set forth in Section 8.10 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA of the Borrower shall be increasedincreased for such fiscal quarter and each subsequent period containing such fiscal quarter, solely for the purpose of measuring the financial covenant set forth in Section 8.10 and not for any other purpose under this AgreementAgreement (including, but not limited to, determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or the Commitment Fee Rate or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents); provided that such limitation on the reduction of outstanding Indebtedness shall not apply in subsequent fiscal quarters), by an amount equal to the Cure Amount;; and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.138.10, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 8.10 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 8.10 that had occurred shall be deemed cured for all purposes of this Agreement; and (cb) To upon receipt by the extent Administrative Agent of written notice, prior to the expiration of the fifteenth (15th) Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 7.01(a) or (b) (the “Anticipated Cure Deadline”), that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the Administrative Agent and the Lenders shall not be permitted to accelerate Loans or terminate the Commitments held by them or to exercise remedies against the Collateral or exercise any other remedies on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 8.10 until such failure is initially recalculated as a result not cured pursuant to the exercise of a the Cure Right is included in on or prior to the calculation of such financial covenant in a subsequent fiscal period, the Anticipated Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal periodDeadline; provided that, notwithstanding for the avoidance of doubt, no Credit Extension to the Borrower under the Revolving Facility shall be required to be made for so long as the Borrower is not in compliance with the financial covenant set forth in Section 8.10 and such non-compliance has not been cured in accordance with the provisions of this Section 9.03. Notwithstanding anything herein to the contrary, (i) in each four-four (4) fiscal quarter period, there shall be at least two (2) fiscal quarters in respect of which the Cure Right is not exercised, (ii) the Cure Right may there can be exercised no more than five times (5) fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement, the Revolving Facility and (iii) for purposes of this Section 7.029.03, the Cure Amount utilized shall be no greater than the amount required for purposes of curing the non-compliance complying with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made8.10.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 9.01 or 9.02, in the event that Intermediate Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 6.138.10(a) at any time when Holdings is required to comply with such financial covenant, from pursuant to the last day of the applicable fiscal quarterterms thereof, then (A) until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered pursuant to Section 5.02(a7.01(a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, or obtain a contribution to its equity (which shall be in each case, to contribute any such cash as the form of common equity or otherwise in a form reasonably acceptable to the Borrower Administrative Agent (collectively, but which shall not include the Specified Equity Proceeds)) for cash (the “Cure Right”), and upon the receipt by the Borrower Holdings of such cash (the “Cure Amount”) ), pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 8.10(a) shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 8.10(a) and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of the Available Amount) or determining the Applicable Rate), by an amount equal to the Cure Amount; provided that (1) the receipt by Holdings of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness (including as unrestricted cash or Cash Equivalents of Holdings and the Restricted Subsidiaries) on a Pro Forma Basis for the applicable fiscal quarter for which such Cure Amount was contributed for purposes of calculating the financial covenant set forth in Section 8.10(a); (bii) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.138.10(a), Intermediate Holdings the Borrowers shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 8.10(a) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 8.10(a) that had occurred shall be deemed cured for the purposes of this Agreement; and (ciii) To upon receipt by the extent Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrowers intend to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 8.10(a), unless such failure is initially recalculated as a result not cured pursuant to the exercise of a the Cure Right is included in on or prior to the calculation Anticipated Cure Deadline. For the avoidance of such financial covenant in a subsequent fiscal perioddoubt, the Borrower shall not be able to obtain any Credit Extension hereunder until receipt by the Administrative Agent of the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Amount. Notwithstanding anything set forth herein to the contrary, (i) in each fourfour consecutive fiscal-fiscal quarter period, period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) the Cure Right may there can be exercised no more than five times fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement, Agreement and (iii) for purposes of this Section 7.028.10(b), the Cure Amount utilized shall be no greater than the minimum amount required for purposes of curing to remedy the non-compliance applicable failure to comply with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right8.10(a), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in In the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.13, from 9.01(a) or Section 9.01(b) as of the last day of any fiscal quarter of the applicable Borrower, then during the period from and including the first day after the last day of such fiscal quarter, until the expiration of quarter through and including the 10th Business Day subsequent to after the date the compliance certificate calculating compliance with for such financial covenant fiscal quarter is required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any 8.01(c) (such cash as common equity to the Borrower (collectivelyperiod, the “Cure RightPeriod”), and upon the receipt Borrower shall be permitted to cure such failure to comply by requesting that the Leverage Ratio and/or the Current Ratio be recalculated by increasing EBITDA and/or the consolidated current assets for such fiscal quarter by an amount up to the cash proceeds received by the Borrower of from a Specified Equity Contribution during the Cure Period (such cash (the amount, a “Cure Amount”); provided that (i) pursuant to the exercise by Intermediate Holdings of such Cure Right and Borrower delivers written notice to the Administrative AgentAgent on or prior to the date of a timely delivered certificate required by Section 8.01(c) that it has elected to cure the failure to comply and clearly setting forth such Specified Equity Contribution in the computation required by clause (ii) of such Section 8.01(c); (ii) the amount of the Cure Amount added to EBITDA and/or the consolidated current assets shall not be greater than the amount required to cause the Borrower to be in compliance with Section 9.01(a) or Section 9.01(b), as applicable; (iii) any such financial covenant increase pursuant to this Section 9.01(c) to EBITDA and/or the consolidated current assets for any fiscal quarter shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, applied solely for the purpose of measuring determining compliance or non-compliance with Section 9.01(a) or Section 9.01(b) as of the financial covenant last day of any Reference Period that includes such fiscal quarter and not for any other purpose under this Agreement, any Loan Document (including any determination of pro forma compliance with the Leverage Ratio for the purposes of making any Restricted Payment or Investment or any other purpose); (iv) (A) there shall be no more than two fiscal quarters during any period of four consecutive fiscal quarters for which the Borrower cures any Leverage Ratio or Current Ratio default by an amount equal equity cure and (B) there shall be no more than five fiscal quarters prior to the Maturity Date for which the Borrower cures any Leverage Ratio or Current Ratio default by an equity cure; (v) such increase in EBITDA and/or consolidated current assets shall be taken into account in calculating the Leverage Ratio or Current Ratio for any Reference Period that includes the last fiscal quarter of the four quarter period with respect to which such cure right was exercised; (vi) Total Net Debt as of the last day of any fiscal quarter for which the foregoing cure right is exercised shall not be deemed reduced by the amount of any Specified Equity Contribution made with respect to such fiscal quarter (even if the proceeds of such Specified Equity Contribution are actually used to repay Debt); (vii) for any period during which EBITDA is calculated on an annualized basis in accordance with the definition thereof, any Cure Amount; Amount shall be taken into account after multiplying EBITDA by the applicable annualization factor for such fiscal quarter (bi.e. the Cure Amount shall not be annualized); and (viii) If, the same dollars of the Cure Amount may not be applied to both increase EBITDA and increase consolidated current assets if the Borrower elects to cure the failure to comply with both Section 9.01(a) and Section 9.01(b) in the same fiscal quarter (i.e. separate Cure Amounts shall be required for each such cure). If after giving effect to the foregoing recalculation, Intermediate Holdings shall the Borrower would then be in compliance with Section 9.01(a) or Section 9.01 (b), as applicable, the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 9.01(a) or Section 9.01(b), as applicable, as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event of Default default of such financial covenant that had occurred shall be deemed cured for purposes the purpose of this Agreement; and (c) To Agreement and the extent a fiscal quarter ended for which other Loan Documents. Neither the financial covenant is initially recalculated as a result Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of a Cure Right is included in Administrative Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the calculation of such financial covenant in a subsequent fiscal periodCollateral or exercise any other remedy pursuant to Section 10.02, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein other Loan Documents or applicable law prior to the contrary, end of the applicable Cure Period solely on the basis of an Event of Default having occurred and continuing under Section 9.01(a) or Section 9.01(b) (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower except to the extent such equity contribution is that the Borrower has confirmed in writing that it does not made pursuant intend to provide a Specified Equity Contribution); provided that no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the Cure Right), (iv) Period unless the Borrower shall have received the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeAmount.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 10.01, in the event that Intermediate Holdings fails to comply with of any Default or Event of Default under the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter8.13, until the expiration of the 10th Business Day subsequent to fifteenth (15th) day after the date on which the certificate calculating compliance with such financial covenant is statements are required to be delivered pursuant to Section 5.02(a7.01(a) or (b), Intermediate Holdings shall have the right as applicable, with respect to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash Fiscal Quarter hereunder (the “Cure AmountPeriod”), Holdings may issue equity (provided such equity issuance does not result in a Change of Control and constitutes common equity or Qualified Capital Stock) pursuant and contribute the Net Cash Proceeds received therefrom to the exercise by Intermediate Holdings capital of the Borrower as cash common equity (a “Specified Equity Contribution”)) in order to remedy any Event of Default that has occurred with respect to Section 8.13 for such Cure Right and written notice to Fiscal Quarter. Upon such Specified Equity Contribution in accordance with the Administrative Agentimmediately preceding sentence, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increasedamount of the proceeds thereof shall, solely for the purpose of measuring the financial covenant purposes (and not for any other purpose under this Agreement, by an amount equal subject to the Cure Amount; limitations) hereinafter described in this Section 10.04, increase Consolidated EBITDA with respect to such applicable Fiscal Quarter (band any subsequent period of four consecutive Fiscal Quarters that includes such Fiscal Quarter) Ifand if, after giving effect to the foregoing recalculationsuch increase in Consolidated EBITDA, Intermediate Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 6.138.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 set forth therein as of the relevant date of determination four Fiscal Quarter period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event of Default of such financial covenant default that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of provided that such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, Net Cash Proceeds (i) in each four-fiscal quarter period, there shall are actually received by the Borrower (through a capital contribution of such proceeds by Holdings to the Borrower) no later than 15 days after the date on which financial statements are required to be at least two fiscal quarters in which the Cure Right is not exercised, delivered with respect to such Fiscal Quarter hereunder and (ii) do not exceed the Cure Right aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 8.13 for such period. The parties hereto acknowledge that a given Specified Equity Contribution may not be exercised no counted as having been made in more than five times during the term of one Fiscal Quarter. The parties hereby acknowledge that this Agreement, (iiiSection 10.04(a) may not be relied on for purposes of this calculating any financial ratios other than as applicable to Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing 8.13 and shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded included for purposes of determining the Applicable Marginpricing, fees or any financial ratio-based conditions (including, without limitation, compliance with any covenant or condition other than Section 8.13 itself which requires a determination of whether the financial covenant in Section 8.13 is satisfied, whether or not same would otherwise be applicable) or any baskets with respect to the covenants or conditions contained in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there Agreement. There shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount Specified Equity Contribution (including by way of netting) for purposes of determining compliance with Section 8.13 in the Fiscal Quarter for which a Specified Equity Contribution is made; provided that such Specified Equity Contribution may reduce Indebtedness in a subsequent Fiscal Quarter. (b) In each period of four consecutive Fiscal Quarters, there shall be at least two Fiscal Quarters in which no cure set forth in Section 10.04(a) is made. In addition, any reduction in Indebtedness (or increase in cash for netting purposes) with the proceeds of any Specified Equity Contribution made pursuant to this Section 10.04 shall be ignored for purposes of determining compliance with the financial covenant set forth in Section 8.13, except for determinations, including increases in cash for netting purposes, made pursuant to Section 8.13 for Fiscal Quarters after the fiscal quarter in respective Fiscal Quarter for which such Event of Default is remediated by such Specified Equity Contribution. (c) There shall be no more than five cures under Section 10.04(a) from the Original Closing Date through the Latest Maturity Date. (d) If notice has been delivered to the Administrative Agent of a Specified Equity Contribution (such notice to be delivered on or prior to the date on which the applicable financial statements are required to be delivered and containing reasonable detail on the terms and conditions of the Specified Equity Contribution), then from the last day of the Fiscal Quarter related to such cure notice until the required date for receipt of the Specified Equity Contribution, no Default or Event of Default shall have occurred under the Loan Documents with respect to any default under Section 8.13 for which such cure notice was delivered unless the 15 day period set forth in clause (a) above has expired without the Specified Equity Contribution having been received. None of the Administrative Agent, the Collateral Agent or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of Section 8.13, unless the Specified Equity Contribution is not made on or before the expiration of the Cure Amount is madePeriod.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 7.01, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Performance Covenant, until the expiration of the 10th Business Day day subsequent to the date the certificate calculating compliance with such financial covenant Financial Performance Covenant is required to be delivered pursuant to Section 5.02(a5.04(c), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cashcash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash as common equity to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) Consolidated adjustment by which EBITDA shall be increasedincreased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the financial covenant Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; ; provided, that, (bi) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (ii) in each eight-fiscal-quarter period there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised and (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant. If, after giving effect to the foregoing recalculationadjustments in this paragraph (b), Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 breach or Event default of Default of such financial covenant the Financial Performance Covenant that had occurred shall be deemed cured for this purposes of this the Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or 8.02, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.137.11, from the last day of the applicable fiscal quarter, then: (a) until the expiration of the 10th 15th Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered with respect to such fiscal quarter pursuant to Section 5.02(a6.01(a) or 6.01(b), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower Holdings for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash cash, in an amount no greater than the amount required to cause the Borrower to be in compliance with the financial covenant set forth in Section 7.11 with respect to such fiscal quarter (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA of the Borrower as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA of the Borrower shall be increasedincreased for such fiscal quarter and each subsequent period containing such fiscal quarter, solely for the purpose of measuring the financial covenant set forth in Section 7.11 for such fiscal quarter and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or Revolving Commitment Fee Percentage or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents) (provided that such limitation on the reduction of outstanding Indebtedness shall not apply in subsequent fiscal quarters)), by an amount equal to the Cure Amount;; and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.137.11, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (cb) To upon receipt by the extent Administrative Agent of written notice, prior to the expiration of the 15th Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.01 (the “Anticipated Cure Deadline”), that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the Administrative Agent and the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 7.11 until such failure is initially recalculated as a result not cured pursuant to the exercise of a the Cure Right is included in on or prior to the calculation of such financial covenant in a subsequent fiscal period, the Anticipated Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal periodDeadline; provided that, notwithstanding for the avoidance of doubt, no Credit Extension under the Revolving Credit Facility shall be made for so long as the Borrower is not in compliance with the financial covenant set forth in Section 7.11 and such non-compliance has not been cured in accordance with the provisions of this Section 8.03. Notwithstanding anything herein to the contrary, (i) in each four-four (4) fiscal quarter period, period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) the Cure Right may there can be exercised no more than five times (5) fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreementthe Revolving Credit Facility, and (iii) for purposes of this Section 7.028.03, the Cure Amount utilized shall be no greater than the amount required for purposes of curing the non-compliance complying with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made7.11.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 7.1, in the event that Intermediate Holdings fails the Loan Parties fail to comply with the requirements of the financial covenant set forth in Section 6.13, from 6.9 (if applicable) as of the last day of the any applicable fiscal quarterquarter of Holdings, at any time after the beginning of such fiscal quarter (but in any event after the date hereof) until the expiration of the 10th tenth Business Day subsequent to following the date on which financial statements with respect to such fiscal quarter (or the certificate calculating compliance with fiscal year ended on the last day of such financial covenant is fiscal quarter, as applicable) are required to be delivered pursuant to Section 5.02(a5.1(a) or (b), Intermediate as applicable, Holdings shall have the right to issue Permitted Cure Securities Qualified Equity Interests for cash, and, in each case, cash or otherwise receive cash contributions to contribute any such the capital of Holdings as cash as common equity to the Borrower or other Qualified Equity Interests (collectively, the “Cure Right”), and upon the receipt by Holdings of the Borrower Net Cash Proceeds of such cash issuance (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to Right, the Administrative AgentDebt Service Coverage Ratio, such financial covenant for purposes of determining compliance with the requirements of Section 6.9, shall be recalculated giving effect to the following pro forma adjustmentsadjustment: (ai) Consolidated Operating EBITDA shall be increased, 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 covenant Debt Service Coverage Ratio to determine compliance with the requirements of Section 6.9 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 recalculationpro 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 its Subsidiaries, Intermediate Holdings in each case, with respect to such fiscal quarter only), the Loan Parties shall be in compliance with the requirements of the financial covenant set forth in Section 6.136.9, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 6.9 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 breach or Event default of Default of such financial covenant Section 6.9 that had occurred shall be deemed to be cured for 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) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Notwithstanding anything herein to the contrary, (i) in each four-four consecutive fiscal quarter periodperiod of Holdings, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times during the term of this Agreement, the Cure Right shall not be exercised more than four times and (iii) for purposes of this Section 7.027.3, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance complying with the financial covenant set forth in Section 6.13 (it being understood that the foregoing 6.9 and any amounts in excess thereof shall not prohibit the contribution of additional equity be deemed to be a Cure Amount. Notwithstanding anything herein to the Borrower to the extent such equity contribution is not made contrary, any Cure Amount received pursuant to any exercise of the Cure Right), (iv) the Cure Amount Right shall be disregarded for purposes of determining the Applicable Marginavailability of any basket under Section 6. For the avoidance of doubt, any financial ratio-based conditions or any baskets no Cure Amounts shall be applied to reduce the Indebtedness of Holdings and its Subsidiaries on a Pro Forma Basis for purposes of determining compliance with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant 6.9 for the fiscal quarter in which such Cure Right was exercised (provided that to the extent such Cure Amount is madewas applied to prepay Indebtedness, such reduction may be given effect in determining compliance with the covenant set forth in Section 6.9 for fiscal quarters after the fiscal quarter in which such Cure Right was exercised) and there shall not have been a breach of any covenant under Section 6 solely by reason of having no longer included such Cure Amount in any basket during the relevant period.

Right to Cure. (1) Notwithstanding anything to the contrary contained in this Article VIISection 8.01(3), in the event that Intermediate Holdings the Borrower fails to comply with the requirements requirement of the financial covenant set forth in Section 6.13Financial Maintenance Covenant, from any of the Permitted Holders, Holdings or any other Person designated by the Borrower shall have the right at any time during the period beginning at the start of the last day fiscal quarter of the applicable fiscal quarter, until Test Period and ending on or prior to the expiration of the 10th tenth (10th) Business Day subsequent after the date on which financial statements with respect to the date the certificate calculating compliance with Test Period in which such financial covenant is being measured are required to be delivered pursuant to Section 5.02(a6.01 (such date, the “Cure Deadline”), Intermediate Holdings shall have to make a direct or indirect equity investment in the right to issue Permitted Cure Securities for cash, and, Borrower in each case, to contribute any such cash as in the form of common equity Equity Interests (or other Qualified Equity Interests reasonably acceptable to the Borrower Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such net cash proceeds pursuant to the exercise of the Cure Right (the “Cure Amount”) pursuant to ), the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Financial Maintenance Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustments: (a) Consolidated increase to Adjusted EBITDA for such Test Period in an amount equal to such Cure Amount; provided that such pro forma adjustment to Adjusted EBITDA shall be increased, given solely for the purpose of measuring determining the financial covenant existence of a Default or an Event of Default under the Financial Maintenance 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 Agreement, by an amount equal to the Cure Amount;any Loan Document. (b2) If, after giving effect the receipt of the Cure Amounts and the recalculations pursuant to clause (1) above, the foregoing recalculation, Intermediate Holdings Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Maintenance Covenant during such Test Period, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 the Financial 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, Default or Event of Default of such financial covenant that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal periodcured; provided that, notwithstanding anything herein to the contrary, that (i) the Cure Right may be exercised on no more than five (5) occasions, (ii) in each four-four fiscal quarter period, there shall be at least two fiscal quarters in respect of which the no Cure Right is not exercised, (iiiii) the Cure Right may shall not be exercised no more than five times during the term of this Agreementin consecutive fiscal quarters, (iiiiv) for purposes with respect to any exercise of this Section 7.02the Cure Right, the Cure Amount shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Financial Maintenance Covenant (such amount, the “Necessary Cure Amount”) (provided that if the Cure Right is exercised prior to the date financial statements are required to be delivered for such fiscal quarter then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of curing the non-compliance complying with the financial covenant set forth in Section 6.13 Financial Maintenance Covenant for such fiscal quarter (it being understood that such amount, the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the “Expected Cure RightAmount”), (ivv) the subject to clause (3) below, all Cure Amount Amounts shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets or financial ratio or test calculations (other than with respect to the Financial Maintenance Covenant), with respect to the covenants contained in this Agreement other than the financial covenant set forth in Section 6.13 Loan Documents and (vvi) 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 Financial Maintenance Covenant for the fiscal quarter in for which such Cure Amount is madedeemed applied unless such proceeds are actually applied to prepay Indebtedness, in which case, such reduction in Indebtedness may only be reflected in fiscal quarters subsequent to the Test Period with respect to which the applicable Cure Amount is exercised. (3) Notwithstanding anything herein to the contrary, (A) to the extent that the Expected Cure Amount is (i) greater than the Necessary Cure Amount, then such difference may be used for the purposes of determining any baskets (other than any previously contributed Cure Amounts), with respect to the covenants contained in the Loan Documents or the Available Equity Amount or (ii) less than the Necessary Cure Amount, then not later than the applicable Cure Deadline, the Borrower must receive a direct or indirect equity investment in cash in the form of common Equity Interests (or other Qualified Equity Interests reasonably acceptable to the Administrative Agent), which cash proceeds received by Borrower shall be equal to the shortfall between such Expected Cure Amount and such Necessary Cure Amount and (B) prior to the Cure Deadline (x) the Lenders shall not be permitted to exercise any rights then available as a result of an Event of Default under Section 8.02 on the basis of a breach of the Financial Maintenance Covenant so as to enable the Borrower to consummate its Cure Right as permitted under this Section 8.04 and (y) the Lenders shall not be required to make any Loans unless and until the Borrower has received the Cure Amount required to cause the Borrower to be in compliance with the Financial Maintenance Covenant.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or 8.02, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.137.11, from the last day of the applicable fiscal quarter, then (A) until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered pursuant to Section 5.02(aSections 6.01(a) and (b), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to Right, the Administrative Agent, such financial calculation of EBITDA as used in the covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant covenants set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or the Applicable Rate), 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 the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the covenant set forth in Section 7.11 or calculating the Fixed Charge Coverage Ratio, nor shall any Cure Amount held by any Borrower Party qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties on hand” 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 recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.137.11, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of the covenant set forth in Section 6.13 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial the covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in In the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.137.11(a) 7.11(b), from the last day of the applicable fiscal quarterthen respect to any failure to comply with Section 7.11(a) or 7.11(b), until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating compliance with such financial covenant Compliance Certificate for the applicable fiscal quarter is required to be delivered pursuant to Section 5.02(a6.02(a), Intermediate Holdings the Borrower shall have the right be permitted to issue Permitted Cure Securities for cash, and, in each case, to contribute cure any such cash failure to comply by requesting that such Consolidated Total Net Leverage Ratio and/or Consolidated Interest Coverage Ratio, as common equity to the Borrower (collectivelyapplicable, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) by increasing Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not for any other purpose under this Agreement, fiscal quarter most recently ended by an amount equal to the proceeds of common equity issued by the Borrower or by contributions to the common equity of the Borrower received by the Borrower on or after the last day of such fiscal quarter and prior to the expiration of such ten Business Day Period (and such proceeds, “Cure Amount; (bProceeds”); provided that the Borrower may not exercise its right to cure under this Section 7.11(c) Ifmore than twice, in the aggregate, in any four consecutive fiscal quarter period and more than five times, in the aggregate, prior to the Maturity Date. Any increase in Consolidated EBITDA pursuant to this Section 7.11(c) shall be taken into account in calculating the Financial Covenants under Sections 7.11(a) and 7.11(b) for any four-quarter period that includes the last fiscal quarter of the four-quarter period with respect to which such cure right was exercise. If after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings shall the Borrower would then be in compliance with the requirements of applicable Financial Covenant or Financial Covenants, the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 such Financial Covenant or Financial Covenants as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default or Event of Default of such financial covenant that had occurred shall be deemed cured for purposes the purpose of this Agreement; and (c) To Agreement and the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.Loan Documents

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01, in the event that Intermediate Holdings Borrower fails to comply with the requirements of the any financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter6.08, until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a5.01(c), Intermediate Holdings Parent shall have the right to issue Permitted Cure Securities for cashcash or otherwise receive cash contributions to the capital of Parent, and, and in each case, to contribute any such cash as common equity to the capital of Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings Parent of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (b) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings Borrower shall be in compliance with the requirements of the all financial covenant set forth in Section 6.136.08, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 6.08 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 breach or Event of Default of such financial covenant that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the such financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the amount of Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times during the term of this Agreement, (iii) for purposes of this Section 7.028.03, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), 6.08 and (iv) the Cure Amount shall will be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels and other items governed by reference to Consolidated EBITDA); provided, further that upon the Applicable MarginAdministrative Agent’s receipt of a notice from Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following date of required delivery of the related Compliance Certificate to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any financial ratio-based conditions Lender shall exercise the right to accelerate the Loans or terminate or suspend the Commitments and neither the Administrative Agent nor any baskets with respect other Lender shall exercise any right to foreclose on or take possession of the covenants in this Agreement other than Collateral solely on the financial covenant set forth in Section 6.13 basis of an allegation of an Event of Default having occurred and (v) there shall be no pro forma or other reduction in Indebtedness being continuing under Article VIII due to failure by Borrower to comply with the proceeds requirements of any Cure Amount for determining compliance with the financial covenant Section 6.08 for the fiscal quarter in which such Cure Amount is madeapplicable Test Period.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 8.1, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter6.8, until the expiration of the 10th Business Day subsequent to the due date for delivery of the certificate calculating compliance with such financial covenant is required to be delivered Compliance Certificate for the applicable Fiscal Quarter pursuant to Section 5.02(a5.1(d), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, cash or otherwise receive cash contributions to the capital of the Borrower. Such amounts shall be added to Consolidated Adjusted EBITDA (such amount a “Specified Equity Contribution”) solely for purposes of determining compliance with Section 6.8 for the Fiscal Quarter immediately preceding the Fiscal Quarter in each case, to contribute any which such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt proceeds are so received by the Borrower of and applicable subsequent periods which include such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant Fiscal Quarter and not for any other purpose under this Agreement, by an amount equal to Agreement (including not for the Cure Amount; purpose of calculating the Net Equity Proceeds Amount or any calculations testing pro forma compliance with the financial covenant set forth in Section 6.8 (bwhether in connection with the Payment Conditions or otherwise) If, or the Total Leverage Ratio or Secured Leverage Ratio). If after giving effect to the foregoing recalculation, Intermediate Holdings the Borrower shall then be in compliance with the requirements of Section 6.8, then the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 6.8 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 breach or Event default of Default of such financial covenant that Section 6.8 which had occurred shall be deemed cured for all purposes of this Agreement; andthe Credit Documents. (cb) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there no event shall the Borrower be at least entitled to exercise the right described in clause (a) above in more than two fiscal quarters in which the Cure Right is not exercisedFiscal Quarters during any period of four consecutive Fiscal Quarters, (ii) in no event may the Cure Right may right described in clause (a) above be exercised no more than five four times in the aggregate during the term of this AgreementRevolving Commitment Period, (iii) the amount of any Specified Equity Contribution received during a Fiscal Quarter and added to Consolidated Adjusted EBITDA for purposes of this Section 7.02, the Cure Amount immediately preceding Fiscal Quarter shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to cause the Borrower to the extent be in compliance with Section 6.8 in such equity contribution is not made pursuant to the Cure Right)immediately preceding Fiscal Quarter, (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness indebtedness (whether directly or indirectly by way of netting) with the proceeds of any Cure Amount Specified Equity Contribution for purposes of determining compliance with the financial covenant for the fiscal quarter Section 6.8 during any period in which such Cure Amount Specified Equity Contribution is madeincluded in the calculation of Consolidated Adjusted EBITDA, (v) to the extent that any Specified Equity Contribution is used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Fixed Charge Coverage Ratio, the Total Leverage Ratio or the Secured Leverage Ratio for the period with respect to which such Compliance Certificate applies or any other Compliance Certificate including such period, and (vi) no Lender or Issuing Bank shall be required to make any Credit Extension hereunder if an Event of Default under Section 6.8 has occurred and is continuing during the 10 Business Day period during which the Borrower may exercise its right under Section 8.2(a) unless and until the Specified Equity Contribution is actually received by the Borrower.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01, in the event that Intermediate Holdings fails Borrowers fail (or, but for the operation of this Section 8.02, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Performance Covenant, until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating compliance with such financial covenant is Required Financial Statements are required to be delivered pursuant to Section 5.02(a)5.04(1) or (2) for the applicable fiscal quarter, Intermediate Holdings shall have the right to issue Permitted Cure Securities for cashcash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash as common equity to the Borrower capital of Borrowers (collectively, the “Cure Right”)) and, and upon the receipt by the Borrower Borrowers of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to Right, the Administrative Agent, such financial covenant Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) adjustment by which Consolidated EBITDA shall be increasedincreased with respect to such applicable fiscal quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the financial covenant Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) . 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 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 recalculationadjustments in this Section 8.02, Intermediate Holdings Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings Borrowers shall be deemed to have satisfied the requirements of Section 6.13 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, breach of the Financial Performance Covenant and any related Default or Event of Default of such financial covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To . After Borrower Representative has delivered a notice to the extent a fiscal quarter ended for which Administrative Agent to exercise the financial covenant is initially recalculated as a result Cure Right, no extension of a Cure Right is included in credit may be made under the calculation of such financial covenant in a subsequent fiscal period, Revolving Facility unless and until the Cure Amount shall be included in is received by Borrowers or the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein applicable Default of the Financial Performance Covenant is waived pursuant to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection ‎8.01 or ‎8.02, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.13‎7.11, from the last day of the applicable fiscal quarter, then (A) until the expiration of the 10th Business Day day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered with respect to such fiscal quarter pursuant to Section 5.02(a‎6.01(a) or ‎6.01(b), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower Holdings for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA as used in the financial covenant set forth in Section ‎7.11 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section ‎7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents) for such fiscal quarter of the Loan Parties or their Restricted Subsidiaries), by an amount equal to the Cure Amount;; provided that the receipt by the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents) for such fiscal quarter of the Loan Parties or their Restricted Subsidiaries); and (bii) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13‎7.11, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 ‎7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section ‎7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in In the event that Intermediate Holdings fails the Co-Borrowers fail to comply with the requirements financial covenants set forth in subsections (b) (c), or (d) above by an amount not exceeding forty percent (40%) of the then-required applicable covenant level for any calendar month or the Co-Borrowers fail to comply with the financial covenant set forth in Section 6.13, from the last day subsection (a) above by any amount of the then-required applicable fiscal quartercovenant level for any calendar month, in each case, until the expiration of the 10th fifth (5th) Business Day subsequent to the date the certificate calculating compliance with such on which monthly financial covenant is statements are required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower 7.01 (collectively, the “Cure RightPeriod”), the Co-Borrowers shall be permitted to cure such failure to comply by way of (i) in the case of failure to comply with the financial covenant set forth in subsection (a) above, a decrease in the Elected Working Capital Line Cap pursuant to the last paragraph in the definition of Elected Working Capital Line Cap (an “EWCLC Reduction Cure”) or (ii) in the case of failure to comply with the financial covenants set forth in subsections (a), (b), (c) or (d) above, receiving Cure Contributions, and upon the receipt by date on which the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative AgentPeriod expires, such financial covenant covenants shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely Cure Contributions. Solely for the purpose of measuring the curing a financial covenant and not pursuant to a Cure Contribution, any such Cure Contributions shall be included in the calculation of Net Working Capital, Adjusted Tangible Net Worth, or Adjusted EBITDA, as applicable, for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) most recently ended month. If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings Co-Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13such covenants, Intermediate Holdings Co-Borrowers shall be deemed to have satisfied the requirements of Section 6.13 such covenants as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of any such financial covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To Agreement and the extent a fiscal quarter ended other Loan Documents. Co-Borrowers shall provide Agent with notice of intent to exercise their right to cure contained in this subsection within 45 days of the end of the calendar month for which the financial covenant cure is initially recalculated as a result sought. Notwithstanding anything to the contrary contained this Agreement, from the date of a receipt of such notice until the date on which the Cure Right Period expires, neither Agent nor any Bank shall exercise rights or remedies with respect to any Default or Event of Default solely on the basis that an Event of Default has occurred and is included continuing under Section 7.09 (a), (b) (c), or (d). The Cure Contributions or EWCLC Reduction Cures, in the calculation aggregate, must be received no later than the end of such financial covenant in a subsequent fiscal period, the applicable Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter Period. In any rolling twelve month period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times two (2) Cure Contributions or EWCLC Reduction Cures, in the aggregate, submitted under this Section 7.09(e) permitted, and no more than three (3) Cure Contributions or EWCLC Reduction Cures, in the aggregate, submitted under this Section 7.09(e) shall be permitted 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 9.01, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 9.04, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter, Article VIII and until the expiration of the 10th tenth (10th) Business Day subsequent to after the date the certificate calculating compliance with such on which financial covenant is statements are required to be delivered pursuant to Section 5.02(a6.01(a) or (b), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cashas applicable, and, in each case, to contribute any such cash as common equity with respect to the Borrower applicable fiscal quarter (collectivelyor the fiscal year ended on the last day of such fiscal quarter) hereunder (such date, the “Cure RightExpiration Date”), the Borrower may engage in a Permitted Equity Issuance and upon apply the receipt amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and disregarded for purposes of such cash calculating the Available Amount, (iii) do not exceed the “Cure Amount”aggregate amount necessary to comply with Article VIII for any applicable period, and (iv) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following not result in any pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely reduction in Indebtedness for the purpose purposes of measuring determining compliance with the financial covenant and not set forth in Article VIII for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) fiscal quarter in which such Permitted Equity Issuance is made. If, after giving effect to the foregoing recalculationincrease to Consolidated EBITDA, Intermediate Holdings the Borrower shall then be in compliance with the requirements of Article VIII, the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower shall be deemed to have satisfied the such requirements of Section 6.13 as of the relevant date of determination with the same effect as though there had been (or would have been) no failure to comply therewith at such date, and the applicable breach, Default failure to comply that occurred (or Event of Default of such financial covenant that had occurred would have occurred) shall be deemed cured for purposes of this Agreement; and . The parties hereby acknowledge that this Section 9.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Article VIII and shall not result in any adjustment to any amounts (cincluding, without limitation, Consolidated Senior Secured First-Lien Indebtedness) To other than the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result amount of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such referred to in the immediately preceding sentence. (b) (i) In each period of four fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contraryquarters, (i) in each four-fiscal quarter period, there shall be at least two (2) fiscal quarters in which the Cure Right no cure set forth in Section 9.04(a) is not exercised, made and (ii) the Cure Right may be exercised no more than five times during the term of this Agreement, the cure set forth in Section 9.04(a) shall not be exercised more than five times. (iiic) Notwithstanding anything to the contrary contained in Section 9.01, in the event that the Borrower fails (or, but for purposes the operation of this Section 7.029.04, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance would fail) to comply with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to Article VIII, the Borrower may cure such failure by repaying Revolving Credit Loans and Swing Line Loans and Cash Collateralizing 101% of the Outstanding Amount of all L/C Obligations no later than ten (10) Business Days after the date on which financial statements are required to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets delivered with respect to such fiscal quarter hereunder. Upon the covenants in this Agreement other than effectiveness of such repayment and/or Cash Collateralization (i) the failure to comply with the financial covenant set forth in Section 6.13 Article VIII that occurred (or would have occurred) shall be deemed cured for purposes of this Agreement and (vii) there if prior to such time the Revolving Credit Lenders have declared all outstanding obligations under the Revolving Credit Facilities to be immediately due and payable solely as a result of such failure to comply with Article VIII, such declaration shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which deemed to be automatically rescinded at such Cure Amount is madetime.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 8.03, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Performance Covenant, until the expiration of the 10th Business Day 20th day subsequent to the date the certificate calculating compliance with such financial covenant Financial Performance Covenant is required to be delivered pursuant to Section 5.02(a5.04(c), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cashcash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash as common equity to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to the Administrative Agent, such financial covenant Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) Consolidated adjustment by which EBITDA shall be increasedincreased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the financial covenant Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; ; provided, that, (bi) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised and (ii) for purposes of this Section 8.03, 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 recalculationadjustments in this Section 8.03, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 breach or Event default of Default of such financial covenant the Financial Performance Covenant that had occurred shall be deemed cured for this purposes of this the Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 7.01, in the event that Intermediate Holdings fails the Dutch Borrower and the Restricted Subsidiaries fail to comply with the requirements of the financial covenant set forth in Section 6.13, from 6.12 as of the last day of any fiscal quarter of the applicable Dutch Borrower, at any time after the beginning of such fiscal quarter, quarter until the expiration of the 10th Business Day subsequent to the date on which the certificate calculating compliance financial statements with respect to such financial covenant is fiscal quarter (or the Fiscal Year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.02(a5.01(a) or (b), Intermediate Holdings as applicable, the Dutch Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, cash or otherwise receive cash contributions to contribute any such cash as the common equity to capital of the Dutch Borrower (collectively, the “Cure Right”), and upon the receipt by the Dutch Borrower of the Net Proceeds of such issuance or the receipt of such cash contributions to the common equity capital of the Dutch Borrower (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Dutch Borrower of such Cure Right and written notice to the Administrative AgentRight, such financial covenant Section 6.12 shall be recalculated giving effect to the following pro forma adjustmentsadjustment: (ai) Consolidated EBITDA shall be increasedincreased 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 covenant Consolidated Secured Net Leverage Ratio for purposes of Section 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 recalculationpro 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 Dutch Borrower and its Restricted Subsidiaries, Intermediate Holdings in each case, with respect to such fiscal quarter only), the Dutch Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of Section 6.12, the financial covenant set forth in Section 6.13, Intermediate Holdings Dutch Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 6.13 6.12 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial covenant Section 6.12 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To provided that the extent a fiscal quarter ended for which Dutch Borrower shall have notified the financial covenant is initially recalculated as a result Administrative Agent of a the exercise of such Cure Right is included in within two (2) Business Days of the calculation issuance of such financial covenant in a subsequent fiscal period, the Permitted Cure Amount shall be included in Securities for cash or the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding receipt of the cash contributions by the Dutch Borrower. Notwithstanding anything herein to the contrary, (i) in each four-four consecutive fiscal quarter period, period of the Dutch Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times during the term of this Agreement, the Cure Right shall not be exercised more than six times, (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of curing complying with Section 6.12 and any amounts in excess thereof shall not be deemed to be a Cure Amount and (iv) upon receipt by the non-compliance Administrative Agent of written notice, prior to the expiration of the tenth 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 Dutch Borrower intends to exercise the Cure Right, 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 financial covenant requirements of the covenants set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent 6.12 until such equity contribution failure is not made cured pursuant to the exercise of the Cure Right)Right on or prior to the Anticipated Cure Deadline. Notwithstanding any other provision in this Agreement to the contrary, (iv) the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in available basket under ARTICLE VI of this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.Agreement

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 7.01, in the event that Intermediate Holdings fails the Borrowers fail (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter, until the expiration of the 10th 15th Business Day subsequent to the later of (x) the date the certificate calculating compliance with such the financial covenant set forth in Section 6.13 is required to be delivered pursuant to Section 5.02(a5.04(c), Intermediate Holdings shall and (y) the date the Borrowers and their Restricted Subsidiaries are required to comply with Section 6.13 (such 15 Business Day period, the “Interim Period”), the Borrowers have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectively, the “Cure Right”)) to receive Curative Amounts, and upon the receipt by the Borrower Borrowers of such cash Curative Amounts (the “Cure AmountSpecified Contribution”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) Consolidated adjustment by which EBITDA shall be increasedincreased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the such financial covenant and not for any other purpose under this Agreement, by an amount equal to the Specified Contribution; provided that, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Amount; Right is not exercised and (bii) for purposes of this Section 7.02, the Specified Contribution shall be no greater than the amount required for purposes of complying with such financial covenant. If, after giving effect to the foregoing recalculationadjustments in this Section 7.02, Intermediate Holdings the Borrowers and their Restricted Subsidiaries shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13covenant, Intermediate Holdings the Borrowers and their Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 6.13 such financial covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event of Default default of such financial covenant that had occurred shall be deemed cured for this purposes of this the Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein . In addition to the contrary, proviso (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercisedand (ii) above, (iia) the Cure Right may be exercised no more than five times during the initial term of this Agreement. During the Interim Period, (iii) for purposes neither the Agents nor any Lender shall have any right to exercise any default right or remedy that would otherwise be available on the basis of this an Event of Default resulting from the failure to comply with Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made6.13.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 11, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 11.13, would fail) to comply with the requirements Financial Covenants as of the financial covenant set forth in Section 6.13, from the last day of the applicable any fiscal quarter, at any time after such last day until the expiration of the 10th day that is 10 Business Day subsequent to Days after the date the certificate calculating compliance with the Financial Covenants for such financial covenant fiscal quarter is required to be delivered pursuant to Section 5.02(a9.01(e), Intermediate Holdings any Parent Company shall have the right to issue Permitted Cure Securities for cash, and, in each case, cash or otherwise receive cash contributions to contribute any such cash as common equity to the Borrower its capital (collectively, the “Cure Right”), and upon which cash shall be contributed as common equity (or equity in a form otherwise reasonably acceptable to the receipt by Administrative Agent) to the Borrower of (such cash (contributed amount, the “Cure Amount”) pursuant to ), the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Financial Covenants shall be recalculated giving effect by increasing EBITDA with respect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increasedsuch fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant Financial Covenants and not for any other purpose under this AgreementAgreement (including any “baskets”), by an amount equal to the Cure Amount; ; provided, that, (bi) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) no more than five Cure Rights will be exercised in the aggregate during the term of this Agreement, (iii) for purposes of this Section 11.13, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenants, (iv) for the avoidance of doubt, in recalculating the Financial Covenants by increasing EBITDA as set forth above, there shall be no pro forma effect given to any reduction of Indebtedness with the Cure Amount during the fiscal quarter for which such Cure Right is exercised and (v) if the Cure Right is exercised, the Borrower shall not be permitted to make any borrowings or obtain Letters of Credit hereunder until the Borrower has received the Cure Amount. If, after giving effect to the foregoing recalculationadjustments in this paragraph, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Covenants, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 the Financial 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 breach or Event default of Default of such financial covenant the Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day 6.10 as of the applicable end of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the expiration of the 10th Business Day subsequent to date that is 20 days after the date the certificate calculating compliance with such financial covenant Pricing Certificate is required to be delivered pursuant to Section 5.02(a5.04(c), Intermediate Holdings shall have the right ) to issue Permitted Cure Securities Equity Interests (other than Disqualified Stock) for cash, and, in each case, cash or otherwise receive cash contributions to contribute any its equity for such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash Equity Interests (the “Cure Amount”) pursuant to ), and thereupon the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the following pro forma adjustments: : (ai) Consolidated EBITDA shall be increased, solely for the purpose purposes of measuring determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the financial covenant end of such fiscal quarter and not for any other purpose under this Agreement, applicable subsequent periods that include such fiscal quarter by an amount equal to the Cure Amount; Amount and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings shall be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 6.10 shall be satisfied, then the requirements of Section 6.10 shall be deemed satisfied as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial covenant Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement; and Agreement (c) To it being understood and agreed there shall be no pro forma or other reduction of the extent a fiscal quarter ended for which amount of Indebtedness by the financial covenant is initially recalculated as a result amount of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the any Cure Amount shall be included in for purposes of determining compliance with Section 6.10 for the Consolidated EBITDA for such 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 subsequent fiscal period; provided that, notwithstanding Cure Amount that is actually applied to repay Indebtedness)). Notwithstanding anything herein to the contrary, (ix) in each four-four fiscal quarter period, period there shall be a period of at least two one fiscal quarters quarter in which the Cure Right is not exercised, (iiy) the Cure Right may be exercised no more than five times 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 curing complying with Section 6.10 and (z) upon the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution Administrative Agent’s receipt of additional equity to a notice from the Borrower that it intends to the extent such equity contribution is not made pursuant to exercise the Cure RightRight (a “Notice of Intent to Cure”), (ivuntil the 20th day following date of delivery of the Pricing Certificate under Section 5.04(c) to which such Notice of Intent to Cure relates, none of the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions Administrative Agent or any baskets with respect Lender shall exercise the right to accelerate the covenants in this Agreement Loans or terminate the Commitments and none of the Administrative Agent, the Collateral Agent or any other than Lender or Secured Party shall exercise any right to foreclose on or take possession of the financial covenant set forth in Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made6.10.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01, in the event that Intermediate Holdings fails the Borrower Parties fail (or, but for the operation of this Section 8.02, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Performance Covenant, until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating compliance with such financial covenant is Required Financial Statements are required to be delivered pursuant to Section 5.02(a)5.04(1) or (2) for the applicable fiscal quarter, Intermediate Holdings shall have the right to issue Permitted Cure Securities for cashcash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash as common equity to the capital of the Borrower (collectively, the “Cure Right”)) and, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to Right, the Administrative Agent, such financial covenant Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) adjustment by which Consolidated EBITDA shall be increasedincreased with respect to such applicable fiscal quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the financial covenant Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) . 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 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 recalculationadjustments in this Section 8.02, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 Event breach of Default of such financial covenant the Financial Performance Covenant and any related default that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day 6.10 as of the applicable end of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the expiration of the 10th Business Day subsequent to date that is 20 days after the date the certificate calculating compliance with such financial covenant Pricing Certificate is required to be delivered pursuant to Section 5.02(a5.04(c), Intermediate Holdings shall have the right ) to issue Permitted Cure Securities Capital Stock (other than Disqualified Stock) for cash, and, in each case, cash or otherwise receive cash contributions to contribute any its equity for such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash Capital Stock (the “Cure Amount”) pursuant to ), and thereupon the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the following pro forma adjustments: : (ai) Consolidated EBITDA shall be increased, solely for the purpose purposes of measuring determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the financial covenant end of such fiscal quarter and not for any other purpose under this Agreement, applicable subsequent periods that include such fiscal quarter by an amount equal to the Cure Amount; Amount and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings shall be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 6.10 shall be satisfied, then the requirements of Section 6.10 shall be deemed satisfied as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial covenant Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement; and Agreement (c) To it being understood and agreed there shall be no pro forma or other reduction of the extent a fiscal quarter ended for which amount of Indebtedness by the financial covenant is initially recalculated as a result amount of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the any Cure Amount shall be included in for purposes of determining compliance with Section 6.10 for the Consolidated EBITDA for such 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 subsequent fiscal period; provided that, notwithstanding Cure Amount that is actually applied to repay Indebtedness)). Notwithstanding anything herein to the contrary, (ix) in each four-four fiscal quarter period, period there shall be a period of at least two one fiscal quarters quarter in which the Cure Right is not exercised, (iiy) the Cure Right may be exercised no more than five times 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 curing complying with Section 6.10 and (z) no Event of Default may arise under Section 6.10 until the non-earlier of (A) the 20th day after the day on which the relevant Pricing Certificate is required to be delivered (unless the Cure Right has been exercised three times in the applicable four consecutive Fiscal Quarter period), and then only to the extent the Cure Amount has not been received on or prior to such date and (B) the date (if any) on which the Borrower delivers notice to the Administrative Agent that the Cure Right with respect to such breach will not be exercised; provided that no Lender or Issuing Bank shall be required to make any Revolving Loan or issue any Letter of Credit from and after such time as the Administrative Agent has received the relevant Pricing Certificate (or such Pricing Certificate was required to be delivered) evidencing a Consolidated First Lien Leverage Ratio that is not in compliance with Section 6.10 when applicable unless and until the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to Cure Amount is actually received and such Cure Amount causes the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeSection 6.10.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 7.01, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 7.02, would fail) to comply with the requirements any of the financial covenant covenants set forth in Section 6.13, from the last day of the applicable fiscal quarter, Sections 6.12 and 6.13 and until the expiration of the 10th Business Day subsequent to after the date the certificate calculating compliance with such on which financial covenant is statements are required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity with respect to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash applicable fiscal quarter hereunder (the “Cure AmountDeadline”) pursuant ), Holdings may engage in a sale or issuance of any Qualified Equity Interests of Holdings or otherwise receive cash contributions to the exercise by Intermediate capital of Holdings of such Cure Right as cash common equity or other non-cash pay Qualified Equity Interests and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) increase Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant with respect to such applicable fiscal quarter and not for any other purpose under this Agreementfour fiscal quarter period that contains such fiscal quarter, by an amount equal to such net cash proceeds; provided that such net cash proceeds (i) are actually received by the Cure Amount; Borrower (bincluding through capital contribution of such net cash proceeds by Holdings to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, and (ii) do not exceed the aggregate amount necessary to comply with Sections 6.12 and 6.13 for any applicable period. If, after giving effect to the foregoing recalculationincrease in Consolidated EBITDA, Intermediate Holdings and the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section Sections 6.12 and 6.13, Intermediate Holdings and the Borrower shall be deemed to have satisfied the such requirements of Section 6.13 as of the relevant date of determination with the same effect as though there had been (or would have been) no failure to comply therewith at such date, and the applicable breach, Default failure to comply that occurred (or Event of Default of such financial covenant that had occurred would have occurred) shall be deemed cured for purposes of this Agreement; and (c. The parties hereby acknowledge that this Section 7.02(a) To may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 6.12 and 6.13 and shall not result in any adjustment to any amounts other than the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result amount of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter referred to in such subsequent fiscal period; provided thatthe immediately preceding sentence. Upon receipt by the Administrative Agent of written notice, notwithstanding anything herein on or prior to the contraryCure Deadline, (ithat the Borrower intends to exercise the cure right described above in this Section 7.02(a) in respect of a fiscal quarter, none of the Administrative Agent or the Lenders shall 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 any financial covenant set forth in Section 6.12 or 6.13, unless such failure is not cured pursuant to the exercise of such cure right on or prior to the Cure Deadline. (b) In each four-period of four fiscal quarter periodquarters, there shall be at least two fiscal quarters in which the Cure Right no cure set forth in Section 7.02(a) is not exercised, made. (iic) the Cure Right may be exercised no more than five times during 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 curing the non-compliance with the financial covenant a cure set forth in Section 6.13 (it being understood that the foregoing 7.02(a) shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other exercised more than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madefour times.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 9.01 or 9.02, in the event that Intermediate Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 6.138.10(a) at any time when Holdings is required to comply with such financial covenant, from pursuant to the last day of the applicable fiscal quarterterms thereof, then (A) until the expiration of the 10th fifteenth Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered pursuant to Section 5.02(a7.01(a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, or obtain a contribution to its equity (which shall be in each case, to contribute any such cash as the form of common equity or otherwise in a form reasonably acceptable to the Borrower Administrative Agent and which are not Otherwise Applied (collectively, but which shall not include the Specified Equity Proceeds)) for cash (the “Cure Right”), and upon the receipt by the Borrower Holdings of such cash (the “Cure Amount”) ), pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 8.10(a) shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 8.10(a) and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of the Available Amount) or determining the Applicable Rate), by an amount equal to the Cure Amount; provided that (1) the receipt by Holdings of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness (including as unrestricted cash or Cash Equivalents of Holdings and the Restricted Subsidiaries) on a Pro Forma Basis for the applicable fiscal quarter for which such Cure Amount was contributed for purposes of calculating the financial covenant set forth in Section 8.10(a); (bii) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.138.10(a), Intermediate Holdings the Borrowers shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 8.10(a) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 8.10(a) that had occurred shall be deemed cured for the purposes of this Agreement; and (ciii) To upon receipt by the extent Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrowers intend to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 8.10(a), unless such failure is initially recalculated as a result not cured pursuant to the exercise of a the Cure Right is included in on or prior to the calculation Anticipated Cure Deadline. For the avoidance of such financial covenant in a subsequent fiscal perioddoubt, the Borrowers shall not be able to obtain any Credit Extension hereunder until receipt by the Administrative Agent of the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Amount. Notwithstanding anything set forth herein to the contrary, (i) in each fourfour consecutive fiscal-fiscal quarter period, period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) the Cure Right may there can be exercised no more than five times fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement, Agreement and (iii) for purposes of this Section 7.028.10(b), the Cure Amount utilized shall be no greater than the minimum amount required for purposes of curing to remedy the non-compliance applicable failure to comply with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right8.10(a), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 9.01, in the event that Intermediate Holdings fails the Borrower and its Subsidiaries fail to comply with the requirements of the financial covenant covenants set forth in Section 6.13, from Sections 8.11(a) and 8.11(b) (the last day of the applicable fiscal quarter“Financial Covenants”), until the expiration of the 10th Business Day day subsequent to the date the certificate calculating compliance with such financial covenant applicable Compliance Certificate is required to be delivered pursuant to in accordance with Section 5.02(a7.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectivelyhereinafter, the “Cure Right”)) to receive from any of its stockholders equity cash contributions which in turn shall be contributed by Holdings as equity cash contributions to the Borrower, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to Right, the Administrative Agent, such financial covenant Financial Covenants shall be recalculated giving effect to the following pro forma adjustments: : (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant Financial Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; ; and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrower and its Subsidiaries shall then be in compliance with the requirements of all Financial Covenants, the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower and its Subsidiaries shall be deemed to have satisfied the requirements of Section 6.13 the Financial 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 breach or Event of Default of such financial covenant the Financial Covenants that had would have occurred shall be deemed cured not to have occurred for purposes of this any purpose under the Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding . Notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least any two consecutive fiscal quarters in which of Holdings, the Cure Right is shall not exercisedbe exercised more than once, (ii) on or prior to the Maturity Date in respect of the Term Facility, the Cure Right may shall not be exercised no more than five times during the term of this Agreementfour times, (iii) for purposes of this Section 7.02, the Cure Amount in respect of each exercise of the Cure Right shall be no greater than the lesser of (x) $15,000,000 and (y) the amount required for purposes of curing the non-compliance complying with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), Financial Covenants and (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount upon exercise of a Cure Right shall be retained by the Borrower and its Subsidiaries and may be used for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madegeneral corporate purposes.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 7.01, in the event that Intermediate Holdings fails to comply with the requirements for purposes of the determining whether an Event of Default has occurred under any financial covenant set forth in Section 6.136.08(a) or Section 6.08(b), any proceeds of cash equity contributions (in the form of common equity or other equity having terms reasonably acceptable to the Administrative Agent) or cash proceeds of Subordinated Indebtedness received by the Borrower from the last day of the applicable fiscal quarter, until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, andSponsor, in each case, after the last day of any Fiscal Quarter and on or prior to contribute any the day that is ten (10) days after the day on which financial statements are required to be delivered for that Fiscal Quarter (such cash date being hereinafter referred to as common equity to the “Subject Date”) will, at the written request of the Borrower (collectivelysuch request to be made at the time of the Borrower’s receipt of such proceeds), be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution or Subordinated Indebtedness, a “Cure RightSpecified Equity Contribution”), and upon the receipt by ; provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such cash requested Specified Equity Contribution, there will be a period of at least two Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made (it being understood that this clause (a) shall not apply until the “Cure Amount”) fourth full Fiscal Quarter tested pursuant to the exercise financial covenants set forth in Section 6.08), (b) no more than five (5) Specified Equity Contributions will be made in the aggregate prior to the Scheduled Maturity Date, (c) the amount of any Specified Equity Contribution in any Fiscal Quarter shall not exceed the amount required to cause the Borrower to be in compliance with the financial covenants, (d) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels or carve-outs and other items governed by Intermediate Holdings reference to Consolidated Adjusted EBITDA, and for purposes of Restricted Junior Payment allowances) and (e) to the extent that the proceeds of any Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Interest Coverage Ratio or the First Lien Leverage Ratio for the applicable Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter 135 period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Cure Right and written notice Specified Equity Contribution. Notwithstanding anything herein to the contrary, (i) with respect to any Event of Default arising solely under Section 6.08(a) or Section 6.08(b), prior to the Subject Date associated therewith, none of Administrative Agent, such financial covenant Collateral Agent nor any Lender shall be recalculated giving effect exercise any rights or remedies pursuant to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not for Article VII or any other purpose under this Agreementprovision of any Loan Document or applicable law solely on the basis of such Event of Default having occurred and being continuing; provided that, for purposes of clarification, the foregoing shall not be deemed to permit the Borrower or any other Loan Party to request Loans or take any other actions during the pendency of any Event of Default arising Section 6.08(a) or Section 6.08(b) that would otherwise be prohibited by an amount equal to the Cure Amount; Loan Documents while any Default or Event of Default has occurred and is then continuing, and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings shall be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 6.08(a) or Section 6.08(b) shall be satisfied, then the requirements of Section 6.08(a) or Section 6.08(b) shall be deemed satisfied as of the end of the relevant date of determination Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, breach of Section 6.08(a) and/or Section 6.08(b) that had occurred (and any resultant Default or Event of Default of such financial covenant that had occurred Default) shall be deemed cured retroactively not to have occurred for the purposes of this Agreement (including for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right4.02), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or 8.02, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.137.11, from the last day of the applicable fiscal quarter, then: (a) until the expiration of the 10th fifteenth (15th) Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered with respect to such fiscal quarter pursuant to Section 5.02(a6.01(a) or 6.01(b), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower or other Qualified Equity Interests of Holdings for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash as common equity, in an amount no greater than the amount required to cause the Borrower to be in compliance with the financial covenant set forth in Section 7.11 with respect to such fiscal quarter (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings and the Borrower of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA of the Borrower as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA of the Borrower shall be increasedincreased for such fiscal quarter and each subsequent period containing such fiscal quarter, solely for the purpose of measuring the financial covenant set forth in Section 7.11 for such fiscal quarter and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or Revolving Commitment Fee Percentage or reducing any outstanding Indebtedness or increasing cash or Cash Equivalents (provided that such limitation on the reduction of outstanding Indebtedness or increasing cash or Cash Equivalents shall not apply in subsequent fiscal quarters)), by an amount equal to the Cure Amount;; and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.137.11, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (cb) To upon receipt by the extent Administrative Agent of written notice, prior to the expiration of the 15th Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.01 (the “Anticipated Cure Deadline”), that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the Administrative Agent and the Revolving Credit Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 7.11 until such failure is initially recalculated as a result not cured pursuant to the exercise of a the Cure Right is included in on or prior to the calculation of such financial covenant in a subsequent fiscal period, the Anticipated Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal periodDeadline; provided that, notwithstanding for the avoidance of doubt, without the consent of the Required Revolving Lenders no Credit Extension under the Revolving Credit Facility shall be made for so long as the Borrower is not in compliance with the financial covenant set forth in Section 7.11 and such non-compliance has not been cured in accordance with the provisions of this Section 8.03. Notwithstanding anything herein to the contrary, (i) in each four-four (4) fiscal quarter period, period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) the Cure Right may there can be exercised no more than five times (5) fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreementthe Revolving Credit Facility, and (iii) for purposes of this Section 7.028.03, the Cure Amount utilized shall be no greater than the amount required for purposes of curing the non-compliance complying with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made7.11.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that Intermediate Holdings fails the Borrower reasonably expects to fail (or has failed) to comply with the requirements Section 6.12 as of the financial covenant set forth in Section 6.13, from the last day of the applicable any fiscal quarter, at any time during such fiscal quarter and until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such financial covenant is statements are required to be delivered pursuant to Section 5.02(a5.01(a) or Section 5.01(b) with respect to such fiscal quarter (the “Cure Deadline”), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities Equity Interests (other than Disqualified Equity Interests) for cash, and, cash or otherwise receive cash contributions in each case, to contribute any such cash as common equity to respect of the Equity Interests (other than Disqualified Equity Interests) of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such cash issuance or contribution (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to (provided such Cure Amount is received by the Administrative Agent, Borrower on or before the applicable Cure Deadline) compliance with Section 6.12 as of the last day of such financial covenant fiscal quarter shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increasedincreased with respect to the applicable fiscal quarter with respect to which such Cure Amount is received by the Borrower and for the applicable subsequent periods that include such fiscal quarter, solely for the purpose of measuring the financial covenant determining whether an Event of Default has occurred and is continuing as a result of a violation of Section 6.12 and, subject to clause (b)(iv) below, not for any other purpose under this AgreementAgreement (including for determining the Applicable Rate, the availability or usage of the Available Amount or Qualifying Equity Proceeds or the availability or amount of any baskets), by an amount equal to the Cure AmountAmount and any prepayment of Indebtedness with the Cure Amount shall be disregarded for purposes of measuring compliance with Section 6.12 as of the last day of such fiscal quarter; (bii) Ifif, after giving effect to such increase in Consolidated EBITDA, the foregoing recalculation, Intermediate Holdings Borrower shall then be in compliance with the requirements of Section 6.12, the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 6.12 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default or Event of Default of such financial covenant under Section 6.12 that had occurred shall be deemed cured for purposes of this Agreement; and (ciii) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the no Cure Amount shall reduce or be included in the calculations of Consolidated EBITDA for such First Lien Debt, Consolidated Senior Secured Debt or Consolidated Total Debt in the fiscal quarter in with respect to which such subsequent fiscal periodCure Amount is deemed applied; provided that, notwithstanding that the Borrower shall have notified the Administrative Agent in writing of the exercise of such Cure Right within five Business Days of the receipt of the Cure Amounts. (b) Notwithstanding anything herein to the contrary, (i) in each fourfour fiscal-fiscal quarter period, period there shall be at least no more than two fiscal quarters in with respect to which the Cure Right is not exercised, (ii) the Cure Right may there shall be exercised no more than five times during exercises of the term of this AgreementCure Right in the aggregate, (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of curing complying with Section 6.12 as of the non-compliance with end of the financial covenant set forth in Section 6.13 applicable Test Period (it being understood that such amount, the foregoing shall not prohibit “Necessary Cure Amount”); provided, however, that, if the contribution of additional equity Cure Right is exercised prior to the Borrower date financial statements are required to the extent such equity contribution is not made pursuant to the Cure Right)be delivered for any fiscal quarter, (iv) then the Cure Amount shall be disregarded equal to the amount reasonably determined by the Borrower in good faith to be required for purposes of complying with Section 6.12 as of the last day of such fiscal quarter (such amount, the “Expected Cure Amount”) and (iv) all Cure Amounts (other than any excess of the Expected Cure Amount over the Necessary Cure Amount with respect to any fiscal quarter) shall be disregarded for all purposes other than determining compliance with Section 6.12 (including for determining the Applicable MarginRate, any financial ratio-based conditions the availability or any baskets with respect to usage of the covenants in this Agreement other than Available Amount or Qualifying Equity Proceeds or the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma availability or other reduction in Indebtedness with the proceeds amount of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madebaskets).

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day 6.10 as of the applicable end of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the expiration of the 10th date that is 15 Business Day subsequent to Days after the date the certificate calculating compliance with such financial covenant Pricing Certificate is required to be delivered pursuant to Section 5.02(a5.04(c), Intermediate Holdings shall have the right ) to issue Permitted Cure Securities Capital Stock (other than Disqualified Stock) for cash, and, in each case, cash or otherwise receive cash contributions to contribute any its equity for such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash Capital Stock (the “Cure Amount”) pursuant to ), and thereupon the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the following pro forma adjustments: : (ai) Consolidated EBITDA shall be increased, solely for the purpose purposes of measuring determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the financial covenant end of such fiscal quarter and not for any other purpose under this Agreement, applicable subsequent periods that include such fiscal quarter by an amount equal to the Cure Amount; Amount and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings shall be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 6.10 shall be satisfied, then the requirements of Section 6.10 shall be deemed satisfied as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial covenant Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement; and Agreement (c) To it being understood and agreed there shall be no pro forma or other reduction of the extent a fiscal quarter ended for which amount of Indebtedness by the financial covenant is initially recalculated as a result amount of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the any Cure Amount shall be included in for purposes of determining compliance with Section 6.10 for the Consolidated EBITDA for such 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 subsequent fiscal period; provided that, notwithstanding Cure Amount that is actually applied to repay Indebtedness)). Notwithstanding anything herein to the contrary, (ix) in each four-four fiscal quarter period, period there shall be a period of at least two one fiscal quarters quarter in which the Cure Right is not exercised, exercised and (iiy) the Cure Right may be exercised no more than five times 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 curing complying with Section 6.10; provided, that no Lender or Issuing Bank shall be required to make any Revolving Loan or issue any Letter of Credit from and after such time as the non-Administrative Agent has received the relevant Pricing Certificate (or such Pricing Certificate was required to be delivered) evidencing a Consolidated First Lien Leverage Ratio that is not in compliance with Section 6.10 when applicable unless and until the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to Cure Amount is actually received and such Cure Amount causes the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeSection 6.10.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the event that Intermediate Holdings fails form of cash common equity or other equity reasonably acceptable to comply with the requirements of Administrative Agent) made to the financial covenant set forth in Section 6.13, from Borrower after the last day of the applicable fiscal quarter, until the expiration of the 10th Business Day subsequent any Fiscal Quarter and on or prior to the date day that is 10 Business Days after the certificate calculating compliance with such day on which financial covenant is statements are required to be delivered pursuant to Section 5.02(a)for that Fiscal Quarter will, Intermediate Holdings shall have upon the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity delivery of a written notice by the Borrower to the Borrower Administrative Agent (collectivelysuch notice, the “Cure RightNotice”), and upon be included as an addition in the receipt by calculation of Consolidated Adjusted EBITDA solely for the Borrower purposes of calculating the Financial Performance Covenants on a Pro Forma Basis at the end of such cash Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (the any such equity contribution, a “Cure AmountSpecified Equity Contribution”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: ); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not for 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 recalculation, Intermediate Holdings shall be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 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 Event of Default of such financial covenant that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contraryrequested Specified Equity Contribution, (ix) in each four-fiscal quarter period, there shall will be a period of 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) the Cure Right may be exercised there have been no more than five times during the term of this AgreementSpecified Equity Contributions made hereunder, (iiib) for purposes the amount of this Section 7.02, the Cure Amount shall any Specified Equity Contribution will be no greater than the amount required for purposes of curing to cause the non-First Lien Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and the financial covenant set forth Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.13 6.11 and (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (ivc) the Cure Amount shall all Specified Equity Contributions will be disregarded for all other purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.calculating

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01 but only until the SpinOff Effective Date, in the event that Intermediate Holdings fails to comply with of any Event of Default under Section 7.01 or Section 7.02 (the requirements “Specified Covenants”) for any fiscal quarter end of the financial covenant set forth in Section 6.13Company (the “Specified Quarter End”), then during the period commencing from the last day of date that the applicable fiscal quarter, until the expiration of the 10th Business Day subsequent to the date the certificate Compliance Certificate for calculating compliance with such financial covenant Article VII is required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have 5.01(c) for such Specified Quarter End until and ending on the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to expiration of the Borrower tenth (collectively, 10th) day thereafter (the “Cure RightPeriod”), and upon only so long as the receipt SpinOff Effective Date has not occurred and there exists no other Default or Event of Default, the Borrowers shall be permitted to cure such failure to comply (each such action taken below, a “Cure”) by increasing EBITDA for the fiscal quarter of Borrower of such cash ending on the Specified Quarter End (the “Cure AmountSpecified Fiscal Quarter”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not for any other purpose under this Agreement, by an amount equal to the Net Proceeds of any Specified Equity Contribution received by the Borrowers in cash from the Sponsor or any Affiliate or equity owner thereof during the Cure AmountPeriod and Not Otherwise Applied, in which case the Specified Covenants, as applicable, may be retroactively calculated to increase EBITDA for the Specified Fiscal Quarter by such amount; provided that, notwithstanding the foregoing, (a) there shall be no more than two Cures in any consecutive four fiscal quarter period of the Company; (b) the Borrowers shall be permitted only four Cures during the term of this Agreement; (c) no Specified Equity Contribution shall be greater than the amount required for the Borrowers to be in compliance with the Specified Covenants for such Specified Quarter End, as applicable; (d) all Specified Equity Contributions used to effectuate a Cure shall be disregarded for purposes of (i) determining any financial ratio-based conditions (other than the specific Specified Covenants, but only for the purposes of Section 7.01 and/or Section 7.02, as applicable), or any baskets, (ii) determining the Total Leverage Ratio for the purpose of determining pricing in accordance with the terms of the definition of “Applicable Rate”, and (iii) determining cash that may be netted in any ratio-based test or any “cash on hand” or “cash on the balance sheet” test; (e) no cash received pursuant to a Cure may be used for Cash Collateral or any other purpose under this Agreement and the other Loan Documents except to repay Indebtedness in accordance with the terms of this Agreement; (f) regardless of whether the proceeds of the Specified Equity Contribution were actually used to reduce Indebtedness, in no event shall any single Cure be used in any calculation under Article VII or otherwise in this Agreement to both increase EBITDA and reduce Indebtedness of the Borrowers (in whole or in part) in any fiscal quarter or fiscal year of the Company; and (g) no Cure will be available under this Agreement if the Compliance Certificate for the Specified Fiscal Quarter is not timely delivered to the Lender in accordance with the terms of Section 5.01(c). The Company will give written notice to the Administrative Agent of its intent to effectuate a Cure prior to its delivery to the Administrative Agent of the Compliance Certificate as required by Section 5.01(c) for the Specified Fiscal Quarter End. Such notice shall be irrevocable and will identify the Specified Covenant or Specified Covenants requiring Cure, and the Specified Fiscal Quarter End, in detail reasonably acceptable to the Administrative Agent. Any and each increase to EBITDA as a result of the provisions of this Section 8.02 for any Specified Fiscal Quarter will remain included in EBITDA for each determination of EBITDA under this Agreement that includes such Specified Fiscal Quarter. If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Specified Covenants, Intermediate Holdings as applicable, the Company shall, prior to the end of the Cure Period, deliver to the Lender a recalculated Compliance Certificate for the periods ending on the Specified Fiscal Quarter End demonstrating compliance with the Specified Covenants and certifying that there exists no other Default. Upon such delivery, the Borrowers shall be deemed to have satisfied the requirements of Section 6.13 7.01 and/or Section 7.02, as applicable, as of the relevant date of determination Specified Fiscal Quarter End with the same effect as though there had been no failure to comply therewith at on such date, and the applicable breach, Default breach or Event default of Default of any such financial covenant that had occurred shall be deemed cured for purposes of this Agreement; and (c) To Agreement and the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeLoan Documents.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or 8.02, in the event that Intermediate Holdings the Lead Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.137.11, from the last day of the applicable fiscal quarter, then: (a) until the expiration of the 10th 15th Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered with respect to such fiscal quarter pursuant to Section 5.02(a6.01(a) or 6.01(b), Intermediate Holdings the Lead Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower Holdings for cash (collectively, the “Cure Right”), and upon the receipt by the Lead Borrower of such cash cash, in an amount no greater than the amount required to cause the Lead Borrower to be in compliance with the financial covenant set forth in Section 7.11 with respect to such fiscal quarter (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Lead Borrower of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA of the Borrower as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA of the Borrower shall be increasedincreased for such fiscal quarter and each subsequent period containing such fiscal quarter, solely for the purpose of measuring the financial covenant set forth in Section 7.11 for such fiscal quarter and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or the Applicable Rate or Revolving Commitment Fee Percentage or reducing any outstanding Indebtedness (or increasing cash or Cash Equivalents) (provided that such limitation on the reduction of outstanding Indebtedness shall not apply in subsequent fiscal quarters)), by an amount equal to the Cure Amount;; and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Lead Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.137.11, Intermediate Holdings the Lead Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (cb) To upon receipt by the extent Administrative Agent of written notice, prior to the expiration of the 15th Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.01 (the “Anticipated Cure Deadline”), that the Lead Borrower intends to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the Administrative Agent and the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 7.11 until such failure is initially recalculated as a result not cured pursuant to the exercise of a the Cure Right is included in on or prior to the calculation of such financial covenant in a subsequent fiscal period, the Anticipated Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal periodDeadline; provided that, notwithstanding for the avoidance of doubt, no Credit Extension under the Revolving Credit Facility shall be made for so long as the Lead Borrower is not in compliance with the financial covenant set forth in Section 7.11 and such non-compliance has not been cured in accordance with the provisions of this Section 8.03. Notwithstanding anything herein to the contrary, (i) in each four-four (4) fiscal quarter period, period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) the Cure Right may there can be exercised no more than five times (5) fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreementthe Revolving Credit Facility, and (iii) for purposes of this Section 7.028.03, the Cure Amount utilized shall be no greater than the amount required for purposes of curing the non-compliance complying with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made7.11.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.018.01, in the event that Intermediate Holdings fails the Loan Parties fail (or, but for the operation of this Section 8.028.02, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Performance Covenant, until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such financial covenant is Required Financial Statements are required to be delivered pursuant to Section 5.02(a)delivered, Intermediate Holdings Borrower Holdco shall have the right to issue Permitted Cure Securities Qualified Equity Interests for cashcash or otherwise receive cash contributions to the capital of Borrower Holdco, and, in each case, to contribute any such cash as common equity to the capital of the Lead Borrower (collectively, the “Cure Right”)) and, and upon the receipt by the Lead Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings Borrower Holdco of such Cure Right and written notice to Right, the Administrative Agent, such financial covenant Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) adjustment by which Consolidated EBITDA shall be increasedincreased with respect to such applicable Fiscal Month and any 12 Fiscal Month period that contains such Fiscal Month, solely for the purpose of measuring the financial covenant Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) . 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 12 Fiscal Month 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 8.028.02, 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 recalculationadjustments in this Section 8.028.02, Intermediate Holdings the Lead Borrower shall then be in compliance with the requirements requirement of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings the Lead Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 Event breach of Default of such financial covenant that had occurred the Financial Performance Covenant but for no other purposes under this Agreement. The Lead Borrower shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, required to apply the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeprepay outstanding Committed Revolving Loans.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 9.01, in if the event that Intermediate Holdings fails Loan Parties fail to comply with the requirements of the financial covenant set forth in Section 6.13, from 7.03(a) for any period (the last day of the applicable fiscal quarter"Financial Performance Covenant"), until the expiration tenth Business Day following the date Section 7.01(a)(v) requires delivery of a certificate of an Authorized Officer of the 10th Business Day subsequent to Parent showing calculation of the date Financial Performance Covenant for such period (the certificate calculating compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a"Cure Deadline"), Intermediate Holdings the Parent shall have the right to issue Permitted Cure Securities Qualified Equity Interests for cashcash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to and the Parent shall immediately contribute any and all such cash as common equity additional capital to the Borrower Peekay Acquisition (collectively, the “"Cure Right”"), and upon . Upon the receipt by the Borrower Peekay Acquisition of such cash (the “"Cure Amount”") pursuant to the exercise by Intermediate Holdings the Parent of such Cure Right and with a written notice of its request to the Administrative AgentOrigination Agent to effect such recalculation, such financial covenant the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant Financial Performance Covenant at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter and not for any other purpose under this AgreementAgreement or any other Loan Document, by an amount equal to the Cure AmountAmount paid over to the Administrative Agent for application to the Loans in accordance with Section 2.05(c) (iv); (bii) Ifthe mandatory prepayment of the Loans made with respect to such Cure Amount shall not serve as a reduction to Indebtedness, and clause (a) of the definition of Leverage Ratio shall be calculated disregarding such prepayment for purposes of calculating the Leverage Ratio for the applicable fiscal quarter; (iii) if, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Loan Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings the Loan Parties shall be deemed to have satisfied the requirements of Section 6.13 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 breach or Event default of Default of such financial covenant the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in In the event that Intermediate Holdings the Borrower fails to comply with the requirements of Section 7.11(a), 7.11(b) or 7.11(c), then (i) with respect to any failure to comply with Section 7.11(a), the financial covenant set forth in Section 6.13Borrower shall, from within ten Business Days of the last day of date the Compliance Certificate for the applicable fiscal quarter, until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such financial covenant quarter is required to be delivered pursuant to Section 5.02(a6.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and provide written notice to the Administrative Agent stating the action or combination of actions specified below which the Borrower proposes to take to remedy such failure to comply, and the Borrower shall thereafter take one or more of the following actions (as specified to the Administrative Agent): (x) so long as such reduction would not result in the Total Outstandings exceeding the Facility Limit, cure such financial covenant shall failure by permanently reducing the Aggregate Commitments in accordance with Section 2.07 hereof or (y) within thirty days after the date the applicable Compliance Certificate for calculating the PDP Asset Coverage Ratio pursuant to Section 7.11(a) is required to be recalculated delivered pursuant to Section 6.02(a), submit additional Oil and Gas Properties owned by the Loan Parties for consideration in connection with the calculation of the PDP Asset Coverage Ratio which, after giving effect to any other actions taken by the following pro forma adjustments: Borrower provided above, the Administrative Agent deems sufficient, in is sole discretion to cure such failure or (aii) with respect to any failure to comply with Section 7.11(b) or 7.11(c), until the expiration of the tenth Business Day subsequent to the date the Compliance Certificate for the applicable fiscal quarter is required to be delivered pursuant to Section 6.02(a), the Borrower shall be permitted to cure any such failure to comply by requesting that such Consolidated Total Net Leverage Ratio and/or Consolidated Interest Coverage Ratio, as applicable, be recalculated by increasing Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not for any other purpose under this Agreement, fiscal quarter most recently ended by an amount equal to the proceeds of common equity issued by the Borrower or by contributions to the common equity of the Borrower received by the Borrower on or after the last day of such fiscal quarter and prior to the expiration of such ten Business Day Period (and such proceeds, “Cure Amount; (bProceeds”); provided that the Borrower may not exercise its right to cure under this Section 7.11(d) Ifmore than twice, in the aggregate, in any four consecutive fiscal quarter period and more than five times, in the aggregate, prior to the Maturity Date. Any increase in Consolidated EBITDA pursuant to this Section 7.11(d) shall be taken into account in calculating the Financial Covenants under Sections 7.11(b) and 7.11(c) for any four-quarter period that includes the last fiscal quarter of the four-quarter period with respect to which such cure right was exercise. If after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings shall the Borrower would then be in compliance with the requirements of applicable Financial Covenant or Financial Covenants, the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 such Financial Covenant or Financial Covenants as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default or Event of Default of such financial covenant that had occurred shall be deemed cured for purposes the purpose of this Agreement; and (c) To Agreement and the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.Loan Documents

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 7.01, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 8.03, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Performance Covenant, until the expiration of the 10th Business Day day subsequent to the later of (x) the date the certificate calculating compliance with such financial covenant Financial Performance Covenant is required to be delivered pursuant to Section 5.02(a5.04(c), Intermediate and (y) the date an Covenant Triggering Event occurs during any applicable quarter that causes the Borrower to fail to comply with the requirements of the Financial Performance Covenant: and (b) Holdings and the Borrower shall have the right to issue Permitted Cure Securities for cash, cash or otherwise receive cash contributions and, in each casethe case of Holdings, to contribute any such cash as common equity to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings or the Borrower of such Cure Right and written notice to the Administrative Agent, such financial covenant Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) Consolidated adjustment by which EBITDA shall be increasedincreased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the financial covenant Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; ; provided that (bi) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five times, and (iii) for purposes of this Section 8.03, 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 recalculationadjustments in this Section 8.03, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 breach or Event default of Default of such financial covenant the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 9.01 or 9.02, in the event that Intermediate Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 6.138.10(a) at any time when Holdings is required to comply with such financial covenant, from pursuant to the last day of the applicable fiscal quarterterms thereof, then (A) until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered pursuant to Section 5.02(a7.01(a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, or obtain a contribution to its equity (which shall be in each case, to contribute any such cash as the form of common equity or otherwise in a form reasonably acceptable to the Borrower Administrative Agent) for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower Holdings of such cash (the “Cure Amount”) ), pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 8.10(a) shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 8.10(a) and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of the Available Amount) or determining the Applicable Rate), by an amount equal to the Cure Amount; provided that (1) the receipt by Holdings of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness (including as unrestricted cash or Cash Equivalents of Holdings and the Restricted Subsidiaries) on a Pro Forma Basis for the applicable fiscal quarter for which such Cure Amount was contributed for purposes of calculating the financial covenant set forth in Section 8.10(a); (bii) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.138.10(a), Intermediate Holdings the Borrowers shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 8.10(a) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 8.10(a) that had occurred shall be deemed cured for the purposes of this Agreement; and (ciii) To upon receipt by the extent Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrowers intend to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 8.10(a), unless such failure is initially recalculated as a result not cured pursuant to the exercise of a the Cure Right is included in on or prior to the calculation Anticipated Cure Deadline. For the avoidance of such financial covenant in a subsequent fiscal perioddoubt, the Borrower shall not be able to obtain any Credit Extension hereunder until receipt by the Administrative Agent of the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Amount. Notwithstanding anything herein to the contrary, (i) in each fourfour consecutive fiscal-fiscal quarter period, period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) the Cure Right may there can be exercised no more than five times fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement, Agreement and (iii) for purposes of this Section 7.028.10(b), the Cure Amount utilized shall be no greater than the minimum amount required for purposes of curing to remedy the non-compliance applicable failure to comply with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right8.10(a), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 9.01, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 9.04, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter, Article VIII and until the expiration of the 10th tenth (10th) Business Day subsequent to after the date the certificate calculating compliance with such on which financial covenant is statements are required to be delivered pursuant to Section 5.02(a6.01(a) or (b), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cashas applicable, and, in each case, to contribute any such cash as common equity with respect to the Borrower applicable fiscal quarter (collectivelyor the fiscal year ended on the last day of such fiscal quarter) hereunder (such date, the “Cure RightExpiration Date”), the Borrower may engage in a Permitted Equity Issuance and upon apply the receipt amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by the Borrower no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and disregarded for purposes of such cash calculating the Available Amount, (iii) do not exceed the “Cure Amount”aggregate amount necessary to comply with Article VIII for any applicable period, and (iv) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following not result in any pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely reduction in Indebtedness for the purpose purposes of measuring determining compliance with the financial covenant and not set forth in Article VIII for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) fiscal quarter in which such Permitted Equity Issuance is made. If, after giving effect to the foregoing recalculationincrease to Consolidated EBITDA, Intermediate Holdings the Borrower shall then be in compliance with the requirements of Article VIII, the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower shall be deemed to have satisfied the such requirements of Section 6.13 as of the relevant date of determination with the same effect as though there had been (or would have been) no failure to comply therewith at such date, and the applicable breach, Default failure to comply that occurred (or Event of Default of such financial covenant that had occurred would have occurred) shall be deemed cured for purposes of this Agreement; and . The parties hereby acknowledge that this Section 9.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Article VIII and shall not result in any adjustment to any amounts (cincluding, without limitation, Consolidated Senior Secured First-Lien Indebtedness) To other than the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result amount of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such referred to in the immediately preceding sentence. (b) In each period of four fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contraryquarters, (i) in each four-fiscal quarter period, there shall be at least two (2) fiscal quarters in which the Cure Right no cure set forth in Section 9.04(a) is not exercised, made and (ii) the Cure Right may be exercised no more than five times during the term of this Agreement, the cure set forth in Section 9.04(a) shall not be exercised more than five times. (iiic) Notwithstanding anything to the contrary contained in Section 9.01, in the event that the Borrower fails (or, but for purposes the operation of this Section 7.029.04, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance would fail) to comply with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to Article VIII, the Borrower may cure such failure by repaying Revolving Credit Loans and Swing Line Loans and Cash Collateralizing 101% of the Outstanding Amount of all L/C Obligations no later than ten (10) Business Days after the date on which financial statements are required to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets delivered with respect to such fiscal quarter hereunder. Upon the covenants in this Agreement other than effectiveness of such repayment and/or Cash Collateralization (i) the failure to comply with the financial covenant set forth in Section 6.13 Article VIII that occurred (or would have occurred) shall be deemed cured for purposes of this Agreement and (vii) there if prior to such time the Revolving Credit Lenders have declared all outstanding obligations under the Revolving Credit Facilities to be immediately due and payable solely as a result of such failure to comply with Article VIII, such declaration shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which deemed to be automatically rescinded at such Cure Amount is made.time. 705

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day 6.10 as of the applicable end of any relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the expiration of the 10th Business Day subsequent to date that is 20 days after the date the certificate calculating compliance with such financial covenant Pricing Certificate is required to be delivered pursuant to Section 5.02(a5.04(c), Intermediate Holdings shall have the right ) to issue Permitted Cure Securities Capital Stock (other than Disqualified Stock) for cash, and, in each case, cash or otherwise receive cash contributions to contribute any its equity for such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash Capital Stock (the “Cure Amount”) pursuant to ), and thereupon the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the following pro forma adjustments: : (ai) Consolidated EBITDA shall be increased, solely for the purpose purposes of measuring determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the financial covenant end of such fiscal quarter and not for any other purpose under this Agreement, applicable subsequent periods that include such fiscal quarter by an amount equal to the Cure Amount; Amount and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings shall be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 6.10 shall be satisfied, then the requirements of Section 6.10 shall be deemed satisfied as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial covenant Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement; and Agreement (c) To it being understood and agreed there shall be no pro forma or other reduction of the extent a fiscal quarter ended for which amount of Indebtedness by the financial covenant is initially recalculated as a result amount of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the any Cure Amount shall be included in for purposes of determining compliance with Section 6.10 for the Consolidated EBITDA for such 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 subsequent fiscal period; provided that, notwithstanding Cure Amount that is actually applied to repay Indebtedness)). Notwithstanding anything herein to the contrary, (ix) in each four-four fiscal quarter period, period there shall be a period of at least two one fiscal quarters quarter in which the Cure Right is not exercised, (iiy) the Cure Right may be exercised no more than five times 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 curing complying with Section 6.10 and (z) no Event of Default may arise under Section 6.10 until the non-earlier of (A) the 20th day after the day on which the relevant Pricing Certificate is required to be delivered (unless the Cure Right has been exercised three times in the applicable four consecutive Fiscal Quarter period), and then only to the extent the Cure Amount has not been received on or prior to such date and (B) the date (if any) on which the Borrower delivers notice to the Administrative Agent that the Cure Right with respect to such breach will not be exercised; provided that no Lender or Issuing Bank shall be required to make any Revolving Loan or issue any Letter of Credit from and after such time as the Administrative Agent has received the relevant Pricing Certificate (or WEIL:\96480003\20\34471.0013 such Pricing Certificate was required to be delivered) evidencing a Consolidated First Lien Leverage Ratio that is not in compliance with Section 6.10 when applicable unless and until the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to Cure Amount is actually received and such Cure Amount causes the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeSection 6.10.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or 8.02, in the event that Intermediate Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 6.13Financial Covenant at any time when the Borrowers are required to comply with such Financial Covenant, pursuant to the terms thereof, then from the last day end of the applicable most recently ended fiscal quarter, quarter of the Parent Borrower until the expiration of the 10th twentieth Business Day subsequent to the date the certificate calculating compliance with such financial covenant relevant Compliance Certificate is required to be delivered pursuant to Section 5.02(a6.02(b) (the last day of such period being the “Anticipated Cure Deadline”), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectively, the “Cure Right”) to issue common Capital Stock (or preferred equity and/or convertible preferred equity reasonably 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 or obtain a contribution to its equity (which shall be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) (“Cure Equity”), and upon the receipt by the Parent Borrower of such cash (the “Cure Amount”) ), pursuant to the exercise by Intermediate Holdings the Borrowers of such Cure Right and written notice to Right, the Administrative Agent, such financial covenant calculation of Consolidated EBITDA as used in the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA for such fiscal quarter (and for any subsequent period that includes such fiscal quarter) shall be increased, solely for the purpose of measuring the financial covenant Financial 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 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 (whether as a result of a prepayment of the Loans or via netting of such Cure Amount); (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Covenant, Intermediate Holdings the Borrowers shall be deemed to have satisfied the requirements of Section 6.13 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breachbreach or default of the Financial Covenant that had occurred (and any other Default as a result thereof, including the failure to meet any condition requiring no Default or Event of Default based solely on the basis of such financial covenant that had occurred any actual or purported Event of Default under the Financial Covenant) shall be deemed cured for the purposes of this Agreement; and (ciii) To upon receipt by the extent Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrowers intend to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the financial covenant is initially recalculated as a result 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 is included in on or prior to the calculation of Anticipated Cure Deadline and (ii) shall not be obligated to make any Credit Extension under the Revolving Credit Facility until such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding has been received by Parent Borrower. (b) Notwithstanding anything herein to the contrary, (i) in each fourfour consecutive fiscal-fiscal quarter period, period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, exercised and (ii) the Cure Right may there can be exercised no more than five times fiscal quarters in respect of which the Cure Right is exercised 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeFacilities.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or 8.02, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.137.11, from the last day of the applicable fiscal quarter, then (A) until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered pursuant to Section 5.02(aSections 6.01(a) and (b), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to Right, the Administrative Agent, such financial calculation of EBITDA as used in the covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant covenants set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Commitment Fee or the Applicable Rate), 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 the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the covenant set forth in Section 7.11 or calculating the Fixed Charge Coverage Ratio, nor shall any Cure Amount held by any Borrower Party qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties on hand” 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 recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.137.11, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of the covenant set forth in Section 6.13 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial the covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times during the term of this and 191 Syniverse Credit Agreement, (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or 8.02, in for the event that Intermediate Holdings fails to comply purpose of determining compliance with the requirements of the financial covenant Financial Covenant set forth in Section 6.137.08, from the last day of the applicable fiscal quarter, until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of ) to make any cash equity contribution (which equity shall be common Capital Stock or other equity other than Disqualified Stock (such cash (the “Cure Amount”) pursuant other equity to the exercise by Intermediate Holdings of such Cure Right and written notice be on terms reasonably acceptable to the Administrative Agent)) (“Cure Equity”) to Vertex, directly or indirectly, by one or more of its equity holders after the end of the relevant fiscal quarter and on or prior to (i) with respect to a Default by the Borrowers under Section 7.08 that occurs on the date that the Borrowers and their Restricted Subsidiaries become subject to testing the Financial Covenant under Section 7.08, the date that is ten (10) Business Days thereafter, and (ii) otherwise, the date that is (ten) 10 Business Days after the date on which financial statements are required to be delivered for such financial covenant shall fiscal quarter pursuant to Section 6.01(a) or (b), as applicable (in each case, the “Anticipated Cure Deadline”), and such Cure Equity will, at the written direction of Vertex, be recalculated giving effect to included in the following pro forma adjustments: (a) calculation of Consolidated EBITDA shall be increased, solely for the purpose purposes of measuring determining compliance with the Financial Covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (a “Specified Equity Contribution”); provided, that, (A) in each trailing four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (B) no more than five (5) Specified Equity Contributions shall be made during the term of the Revolving Credit Facility, (C) for purposes of Section 7.08, the Specified Equity Contribution utilized shall be no greater than the amount required to remedy the applicable failure to comply with the Financial Covenant, (D) during any fiscal quarter in which a Specified Equity Contribution has been made, other than as set forth above in this paragraph, such Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any financial covenant and not for ratio-based conditions, pricing or any baskets with respect to any other purpose under covenants contained in this Agreement, (E) there shall be no Pro Forma Effect or other reduction in Indebtedness (including by an amount equal way of netting cash) with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter in which such Specified Equity Contribution is made and (F) no Revolving Credit Lender, Swingline Lender or L/C Issuer shall be required to make any Revolving Credit Loan or to issue any Letter of Credit from and after such time as the Administrative Agent has received such notice from Vertex unless and until the Cure Amount;Equity is actually received by Vertex. (b) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Covenant, Intermediate Holdings the Borrowers shall be deemed to have satisfied the requirements of Section 6.13 the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breachbreach or default of the Financial Covenant that had occurred (and any other Default as a result thereof, including the failure to meet any condition requiring no Default or Event of Default based solely on the basis of such financial covenant that had occurred any actual our purported Event of Default under the Financial Covenant) shall be deemed cured for the purposes of this Agreement; and. (c) To Upon receipt by the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result Administrative Agent of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal periodwritten notice, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein on or prior to the contraryAnticipated Cure Deadline, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which that Vertex intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate the Loans held by them, to terminating 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 exercised, (ii) cured pursuant to the exercise of the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity on or prior to the Borrower to the extent such equity contribution is not made pursuant to the Anticipated Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeDeadline.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 6.1, in the event that Intermediate Holdings fails to comply with the requirements any Loan Party would otherwise be in default of the financial covenant set forth in Section 6.136.1 for any period, from on or before the last day of the applicable fiscal quarter, until the expiration of the 10th tenth Business Day subsequent to the due date for delivery of the certificate calculating compliance with financial statements for such financial covenant is required to be delivered period pursuant to Section 5.02(a5.1(b) or, with respect to the fourth Fiscal Quarter of a Fiscal Year of the Borrower, Section 5.1(a) (the “Cure Deadline”), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cashcommon or, and, in each case, to contribute any such cash as common equity on terms reasonably satisfactory to the Borrower Administrative Agent, preferred Capital Stock, for cash in an aggregate amount equal to the amount necessary to cure the relevant failure to comply with all the applicable financial covenant contained in Section 6.1 (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash on or before the Cure Deadline (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent), such financial covenant covenants shall be recalculated giving effect to the following pro forma adjustments: following: (ai) Consolidated EBITDA for the Fiscal Quarter ending at the end of such period shall be increased, solely for the purpose of measuring the financial covenant and not for any other purpose under this Agreement, increased by an amount equal to the Cure Amount; , and such increase shall be effective for all periods that include such Fiscal Quarter and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Loan Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 6.136.1, Intermediate Holdings the Loan Parties shall be deemed to have satisfied the requirements of Section 6.13 thereof as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event of Default of such financial covenant that default thereof which had occurred shall be deemed cured as of such date for all purposes of this Agreement; andprovided, that: (ci) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount proceeds shall be included in used to repay the Obligations pursuant to Section 2.12(b); provided, however such Obligations shall not be deemed to have been repaid for purposes of calculating the Consolidated EBITDA Leverage Ratio for the period with respect to which such fiscal quarter in Compliance Certificate applies or any future Compliance Certificate including such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, period applies; (iii) (A) in each four-four fiscal quarter period, there shall be a period of at least two (2) fiscal quarters in respect of which the no Cure Right is not exercised, (iiB) the Cure Right may Amount for any applicable period shall be exercised no greater than the aggregate amount necessary to cure all Events of Default arising in respect of Section 6.1 for such applicable period, (C) there shall be no more than five times two (2) Cure Rights exercised during any period of four (4) consecutive Fiscal Quarters and (D) there shall be no more than four (4) Cure Rights exercised 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in all calculations under this Agreement other than the financial covenant set forth in compliance with Section 6.13 6.1, as applicable, and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds disregarded for purposes of any Cure Amount for determining compliance with Section 6.1 on a Pro Forma Basis for purposes of Article VII; and (iv) upon receipt by the financial covenant Administrative Agent of written notice from the Borrower prior to the Cure Deadline with respect to any fiscal period, that the Borrower intends to exercise its Cure Right pursuant to this Section 6.5 for such fiscal period, the Lenders shall not be permitted to accelerate the Loans held by them and the Administrative Agent and/or the Lenders shall not be permitted to exercise remedies against the Collateral, in each case to the extent such acceleration or such exercise of remedies is based solely on a failure to comply with the requirements of Section 6.1 for such fiscal period, unless and until such Cure Deadline shall have passed without the Borrower exercising its Cure Right for such fiscal period prior to such Cure Deadline and otherwise in accordance with this Section 6.5; provided, that, for the fiscal quarter in which avoidance of doubt, this Section 6.5(iv) shall not apply at such time as the Borrower has used all of its Cure Amount is madeRights (x) for the applicable four Fiscal Quarter period and/or (y) for the term of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 11, in the event that Intermediate Holdings Borrower fails (or, but for the operation of this Section 13.23, would fail) to comply with the requirements Section 10.07 as of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterany Test Period, at any time after such last day until the expiration of the 10th day that is fifteen (15) Business Day subsequent to Days after the date the certificate calculating compliance with Compliance Certificate for such financial covenant fiscal quarter is required to be delivered pursuant to Section 5.02(a9.01(f), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, cash or otherwise receive cash contributions to contribute any such cash as common equity to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by which cash shall be contributed as common equity to the Borrower of (or other equity investments reasonably acceptable to the Required Lenders) (such cash (contributed amount, the “Cure Amount”) pursuant ), Section 10.07 shall be recalculated by increasing Consolidated EBITDA with respect to such Test Period (and such increase shall be effective for all periods that include the exercise by Intermediate Holdings fiscal quarter of the Borrower for which such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increasedwas exercised), solely for the purpose of measuring the financial covenant compliance with Section 10.07 and not for any other purpose under this AgreementAgreement (including any “baskets” or the Cumulative Retained Excess Cash Flow Amount), by an amount equal to the Cure Amount; ; provided that, (bi) in each four-fiscal-quarter period there shall be no more than one fiscal quarter in which the Cure Right is exercised, (ii) no more than two Cure Rights will be exercised in the aggregate during the term of this Agreement, (iii) for purposes of this Section 13.23, the Cure Amount shall be no greater than the amount required for purposes of complying with Section 10.07, (iv) no Lender shall be required to make any Loan or issue any Letter of Credit during the fifteen (15) Business Day period referred to above unless Borrower has received the Cure Amount, and (v) for the avoidance of doubt, in recalculating compliance with Section 10.07 by increasing Consolidated EBITDA as set forth above, there shall be no pro forma effect given to any reduction of Indebtedness (whether pursuant to netting or otherwise) with the Cure Amount in such recalculation of Section 10.07. If, after giving effect to the foregoing recalculationadjustments in this paragraph, Intermediate Holdings Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.1310.07, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 as of 10.07 for the relevant date of determination Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial covenant Section 10.07 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To . Notwithstanding the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contraryforegoing, (i) in each four-fiscal quarter periodif the Borrower has given notice that it intends to exercise such Cure Right, there no Event of Default arising from the failure to comply with Section 10.07 shall be at least two fiscal quarters deemed to exist until the expiration of the period in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times (provided that during such period until cash from the term of this Agreement, (iii) for purposes of this Section 7.02Cure Right has been received, the Cure Amount shall Borrower will not be no greater than the amount required for purposes permitted to borrow Revolving Loans or issue Letters of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (ivCredit) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (vii) there shall be no pro forma or other reduction in Indebtedness with if at any time a Cure Right to remedy such Event of Default is available, then until the proceeds expiration of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount Period, neither the Administrative Agent nor any Lender shall have the right to exercise any remedies as a result of the occurrence and continuance of an Event of Default arising from the failure to comply with Section 10.07.” (ee) Section 13.04 of the Credit Agreement is made.hereby amended by adding the following as a new clause (h):

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 7.01, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter, 6.12 and until the expiration of the 10th Business Day subsequent to after the date the certificate calculating compliance with such on which financial covenant is statements are required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity with respect to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash applicable fiscal quarter hereunder (the “Cure AmountDeadline”) pursuant ), Holdings may engage in a sale or issuance of any Qualified Equity Interests of Holdings or otherwise receive cash contributions to the exercise by Intermediate capital of Holdings of such Cure Right as cash common equity or other non-cash pay Qualified Equity Interests and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) increase Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant with respect to such applicable fiscal quarter and not for any other purpose under this Agreementfour fiscal quarter period that contains such fiscal quarter, by an amount equal to such net cash proceeds; provided that such net cash proceeds (i) are actually received by the Cure Amount; Borrower (bincluding through capital contribution of such net cash proceeds by Holdings to the Borrower) no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, and (ii) do not exceed the aggregate amount necessary to comply with Section 6.12 for any applicable period. If, after giving effect to the foregoing recalculationincrease in Consolidated EBITDA, Intermediate Holdings and the Borrower shall then be in compliance with the requirements of Section 6.12, Holdings and the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower shall be deemed to have satisfied the such requirements of Section 6.13 as of the relevant date of determination with the same effect as though there had been (or would have been) no failure to comply therewith at such date, and the applicable breach, Default failure to comply that occurred (or Event of Default of such financial covenant that had occurred would have occurred) shall be deemed cured for purposes of this Agreement; and (c. The parties hereby acknowledge that this Section 7.02(a) To may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 6.12 and shall not result in any adjustment to any amounts other than the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result amount of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter referred to in such subsequent fiscal period; provided thatthe immediately preceding sentence. Upon receipt by the Administrative Agent of written notice, notwithstanding anything herein on or prior to the contraryCure Deadline, (ithat the Borrower intends to exercise the cure right described above in this Section 7.02(a) in each four-respect of a fiscal quarter periodquarter, there none of the Administrative Agent or the Lenders shall be at least two fiscal quarters in which permitted to accelerate Loans held by them or to exercise remedies against the Cure Right is not exercised, (ii) Collateral on the Cure Right may be exercised no more than five times during basis of a failure to comply with the term requirements 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent 6.12, unless such equity contribution failure is not made cured pursuant to the Cure Right), (iv) exercise of such cure right on or prior to the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeDeadline.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 7.01, but subject to the requirements in Section 7.02(b) below, in the event that Intermediate Holdings fails to comply the Seller is not in compliance with the requirements covenant described in clause (b) of the financial covenant set forth in Section 6.13, from the last definition of Seller Financial Covenants as of any day of determination, no Event of Default shall be deemed to exist as a result of such non-compliance if the applicable fiscal quarterSeller receives a capital contribution, until the expiration proceeds of which shall be used to cause an increase in Consolidated EBITDA in an amount (such amount, the 10th Business Day subsequent “Cure Amount”) necessary such that, if such proceeds had been received on the day of determination that gave rise to any noncompliance, the date Consolidated EBITDA, as calculated as of such date, would have been sufficient to cause the certificate calculating Seller to be in compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities clause (b) for cash, and, in each case, to contribute any such cash as common equity to the Borrower period (collectively, the “Cure Right”); provided, and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agentthat, such financial covenant shall proceeds (i) are actually received by Seller and (ii) do not exceed the aggregate amount necessary to cure such non-compliance under such clause (b). The parties hereby acknowledge that this Section 7.02 may not be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not relied on for any purposes other purpose under this Agreement, by than to demonstrate compliance with clause (b) of the definition of Seller Financial Covenants for purposes of determining whether an amount equal to the Cure Amount;Event of Default exists. (b) If, after giving effect The Cure Right is subject to the foregoing recalculation, Intermediate Holdings following conditions: (i) the Seller may not effect a cure for (x) consecutive Fiscal Quarters or (y) more than two times during the period commencing on the Closing Date and ending on the Amortization Date; and (ii) any capital contribution made under Section 7.02(a) shall not be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 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 Event of Default of such financial covenant that had occurred shall be deemed cured included for purposes of this Agreement; and any calculation other than for determining compliance (cfor the Fiscal Quarter with respect to which such contribution is made and for the following three Fiscal Quarters) with clause (b) of the definition of Seller Financial Covenants. To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant Consolidated EBITDA under clause (b) of the Seller Financial Covenants is annualized as described in a subsequent fiscal periodclauses (A) through (C) thereof, no Cure Amounts received by the Cure Amount Seller for any applicable Fiscal Quarters shall be included in the so annualized, but shall only be added to Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeclause (b) after Consolidated EBITDA has been annualized thereunder.

Right to Cure. Notwithstanding anything (a) Solely to the contrary contained in this Article VII, in extent the event that Intermediate Holdings fails Borrower is required to comply with the requirements Financial Covenant for the most recent Test Period and solely for purposes of determining such compliance, after the financial covenant set forth in Section 6.13, from the last day end of the applicable fiscal quarter, until the expiration of the 10th Business Day subsequent such Test Period and on or prior to the date day that is fifteen (15) Business Days after the certificate calculating compliance with such day on which financial covenant is statements are required to be delivered pursuant to Section 5.02(a8.1 for such Test Period (the “Equity Cure Period”), Intermediate Holdings one or more of the Investors shall have the right to issue Permitted Cure Securities for make, or cause one or more other Persons to make, an equity investment (which equity shall be common equity or Qualified Equity Interests) in the Borrower in cash, andon or prior to the expiration of the Equity Cure Period for such fiscal quarter, and such cash will, if so designated by the Borrower, be included in each case, to contribute the calculation of Consolidated CEBITDA for the purposes of determining compliance with the Financial Covenant at the end of such fiscal quarter and the subsequent three fiscal quarters (any such cash as common equity contribution so included in the calculation of Consolidated CEBITDA, a “Specified Equity Contribution”); provided that (a) no Lender shall be required to make any extensions of credit to the Borrower during the fifteen (collectively, the “Cure Right”), and upon the receipt by 15) Business Day period referred to above unless the Borrower has received proceeds of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative AgentSpecified Equity contributions, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Ifthere 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, after giving effect (c) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the foregoing recalculation, Intermediate Holdings shall Borrower to be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 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 Event of Default of such financial covenant that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent Financial Covenant on a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contraryPro Forma Basis, (id) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times (5) Specified Equity Contributions shall be made during the term of this Agreement, (iiie) for purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount all Specified Equity Contributions shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in ratio determination under this Agreement other than for determining compliance with the financial covenant set forth Financial Covenant (and will not be credited as an addition to the builder basket provided for in Section 6.13 9.2(a)(v)) or any other builder basket hereunder and (vf) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount such Specified Equity Contribution for determining compliance with the financial covenant Financial Covenant for the fiscal quarter in for which such Cure Amount is 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 Administrative Agent nor any Lender shall exercise any rights or remedies under this Section 11 (or any rights and remedies under any other Loan Document that are available during the continuance of an 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 (i) Except for any breach that occurs during the contrary contained in this Article VIIExtended Accommodation Period (which, in for the event that Intermediate Holdings fails avoidance of doubt, shall be governed by the terms of clause (b) below), for purposes of curing an Event of Default arising from the Loan Parties’ failure to comply with the requirements of the financial covenant Financial Covenant set forth in Section 6.137.18(a) upon and during the continuation of a Covenant Compliance Event, from any cash equity contribution to the last day Parent or Holdings (funded with proceeds of common equity or other preferred equity (other than Disqualified Stock)) or to any Loan Party as Subordinated Indebtedness incurred on terms (including subordination terms) to be acceptable to Agent, in each case the proceeds of which shall be substantially concurrently contributed to the capital of the applicable fiscal quarter, until Borrower (if such contribution is not in the expiration form of Subordinated Indebtedness of the 10th Business Day subsequent Borrower), on or prior to the date day that is ten (10) Business Days after the certificate calculating compliance with such financial covenant day on which a Compliance Certificate is required to be delivered pursuant to Section 5.02(a6.02(b) (the “Cure Date”) will, at the irrevocable election of the Borrower, be included in the calculation of Excess Availability in an amount that is sufficient to cause Excess Availability to be in excess of 10% of the Loan Cap (without DB1/ 120677560.3 giving effect to the Term Loan Reserve) (a “Specified Contribution”); provided that (a) (i) in each twelve-Fiscal Month period there shall be no more than three (3) Specified Contributions made and (ii) there shall be no more than five (5) Specified Contributions made in the aggregate after the Closing Date, (b) such Specified Contribution shall be in a minimum amount that is sufficient to cause Excess Availability to be in excess of 10% of the Loan Cap (without giving effect to the Term Loan Reserve), Intermediate Holdings (c) all Specified Contributions (i) will be disregarded for the purposes of calculation of Consolidated EBITDA for the purpose of calculating the Financial Covenant, basket levels, pricing, and other items governed by reference to Consolidated EBITDA and (ii) shall have be in readily available funds, (d) the right to issue Permitted Cure Securities for cash, and, in proceeds of each case, to contribute any such cash as common equity Specified Contribution shall be contributed to the Borrower as (collectively, i) an equity contribution in the “Cure Right”form of common Equity Interests or preferred Equity Interests (other than Disqualified Stock) or (ii) Subordinated Indebtedness and (e) the proceeds received by the Parent or Holdings from all Specified Contributions shall be promptly contributed to the Borrower and promptly used by the Borrower to prepay the Loans and Cash Collateralize the L/C Obligations in accordance with Section 2.05(e), and upon the ; provided that prior to receipt by the Borrower of such cash (the “Cure Amount”) pursuant to Specified Contribution and the exercise by Intermediate Holdings application of such Cure Right and written notice to the Administrative Agentamounts as provided in this Section 8.04, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose any Event of measuring the financial 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 recalculation, Intermediate Holdings shall be in compliance with the requirements Default that has occurred as a result of a breach of the financial covenant set forth in Section 6.13, Intermediate Holdings Financial Covenant shall be deemed to be continuing and, as a result, the Lenders (including the Swing Line Lender and the L/C Issuer) shall have satisfied no obligation to make additional loans or otherwise extend additional credit hereunder. Upon the requirements Borrower’s receipt of Section 6.13 as such Specified Contribution and the application of the relevant date of determination amounts as provided above, the Covenant Compliance Event that has occurred shall be deemed to no longer be continuing (and shall cease) (with the same effect as though there had been no failure to comply therewith at such date, and Covenant Compliance Event shall have occurred for the Fiscal Month for which the applicable breach, Compliance Certificate was delivered) and any Default or Event of Default arising from the Loan Parties’ failure to comply with the Financial Covenant for such Fiscal Month during the continuance of such financial covenant that had occurred Covenant Compliance Event shall be deemed cured not to have occurred for purposes of the Loan Documents. The termination of a Covenant Compliance Event as provided in this AgreementSection 8.04 shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions for a Covenant Compliance Event again arise. (ii) For any breach that occurs during the Extended Accommodation Period, for purposes of curing an Event of Default arising from the Loan Parties’ failure to comply with the Financial Covenant contained in Section 7.18(b) upon and during the continuation of an Extended Accommodation Period Compliance Event, upon prior written notice to the Agent, any cash equity contribution to the Parent or Holdings (funded with proceeds of common equity or other preferred equity (other than Disqualified Stock)) or to any Loan Party as Subordinated Indebtedness incurred on terms (including subordination terms) to be acceptable to Agent, in each case the proceeds of which shall be substantially concurrently contributed to the capital of the Borrower (if such contribution is not in the form of Subordinated Indebtedness of the Borrower), on or prior to the day that is ten (10) Business Days after the day on which a Compliance Certificate is required to be delivered pursuant to Section 6.02(b) (the “Extended Accommodation Period Cure Date”) will, at the irrevocable election of the Borrower, be included in the calculation of Excess Availability in an amount that is sufficient to cause Excess Availability to be equal to or in excess of (i) at any time during the period beginning September 6, 2020 through the day immediately prior to the Fifth Amendment Date, $10,000,000, (ii) at any time during the period beginning on the Fifth Amendment Date through July 31, 2021, $7,500,000, and (iii) at any time during the period beginning on August 1, 2021 through the end of the Extended Accommodation Period, $10,000,000 (an “Extended Accommodation Period Specified Contribution”); and provided that (a) during each fiscal quarter, no more than one (1) Extended Accommodation Period Specified Contribution shall be permitted to be made, (b) such Extended Accommodation Period Specified Contribution shall be in an amount of not less than $1,000,000 and in a minimum amount that is sufficient to cause Excess Availability to be equal to or in excess of (i) at any time during the period beginning September 6, 2020 through the day immediately prior to the Fifth Amendment Date, $10,000,000, (ii) at any time during the period beginning on the Fifth Amendment Date through July 31, 2021, $7,500,000 and (iii) at any time during the period beginning on August 1, 2021 through the end of the Extended Accommodation Period, $10,000,000, (c) To the extent a fiscal quarter ended Extended Accommodation DB1/ 120677560.3 Period Specified Contribution (i) will be disregarded for which the financial covenant is initially recalculated purposes of calculation of Consolidated EBITDA for the purpose of calculating the Financial Covenant, basket levels, pricing, and other items governed by reference to Consolidated EBITDA and (ii) shall be in readily available funds, (d) the proceeds of the Extended Accommodation Period Specified Contribution shall be contributed to the Borrower as (i) an equity contribution in the form of common Equity Interests or preferred Equity Interests (other than Disqualified Stock) or (ii) Subordinated Indebtedness and (e) the proceeds received by the Parent or Holdings from the Extended Accommodation Period Specified Contribution shall be promptly contributed to the Borrower and promptly used by the Borrower to prepay the Loans and Cash Collateralize the L/C Obligations in accordance with Section 2.05(e); provided that prior to receipt by the Borrower of the Extended Accommodation Period Specified Contribution and the application of such amounts as provided in this Section 8.04(b), any Event of Default that has occurred as a result of a Cure Right is breach of the Financial Covenant in Section 7.18(b) shall be deemed to be continuing. Upon the Borrower’s receipt of such Extended Accommodation Period Specified Contribution and the application of the amounts as provided above, the Extended Accommodation Period Compliance Event that has occurred shall be deemed to no longer be continuing (and shall cease) (with the same effect as though no Extended Accommodation Period Compliance Event shall have occurred for the Fiscal Month for which the applicable Compliance Certificate was delivered) and any Default or Event of Default arising from the Loan Parties’ failure to comply with the Financial Covenant contained in Section 7.18(b) for such Fiscal Month during the continuance of such Extended Accommodation Period Compliance Event shall be deemed not to have occurred for purposes of the Loan Documents. The termination of an Extended Accommodation Period Compliance Event as provided in this Section 8.04(b) shall in no way limit, waive or delay the occurrence of a subsequent Extended Accommodation Period Compliance Event in the event that the conditions for an Extended Accommodation Period Compliance Event again arise. For the avoidance of doubt, in no event shall any Subordinated Indebtedness incurred under the Third Lien Credit Agreement be deemed to be a Specified Contribution or Extended Accommodation Period Specified Contribution and the proceeds thereof shall not be included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times during the term of any purpose under this Agreement, . (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity Notwithstanding anything to the Borrower to contrary contained herein, all “Specified Contributions” under Section 8.04 of the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall Term Loan Agreement will be disregarded for all purposes of determining the Applicable Margincalculation of Consolidated EBITDA for all purposes (including calculating the Financial Covenant, any financial ratio-based conditions or any baskets with respect basket levels, pricing and other items governed by reference to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeConsolidated EBITDA).

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 7.01, commencing with the fiscal quarter of Holdings ending on March 31, 2024, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Covenants, until the expiration of the 10th tenth (10th) Business Day subsequent to the date the certificate calculating compliance with such financial covenant the Financial Covenants is required to be delivered pursuant to Section 5.02(a5.04(c) with respect to the applicable fiscal quarter or fiscal year (the “Cure Expiration Date”), Intermediate Holdings shall have the right right, for the benefit of the Borrower, so long as the proceeds of such Specified Cure Contribution (as defined below) are contributed to the Borrower, to issue Permitted Cure Securities Eligible Equity Interests for cash, and, cash or to receive a cash contribution in each case, to contribute any such cash as common respect of its equity to the Borrower constituting Eligible Equity Interests (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Specified Cure AmountContribution”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Financial Covenants shall be recalculated giving effect to the following pro forma adjustmentsadjustments in a manner acceptable to the Administrative Agent: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring determining compliance with the financial covenant Financial Covenants and not for any other purpose under this Agreement, by an amount equal to the Specified Cure Amount;Contribution; and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Covenants, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 Event of Default of such financial covenant that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" "" IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter, quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectively, the “Cure RightRights”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) If, after giving effect to the foregoing recalculation, Intermediate Holdings the Borrower shall be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 Event of Default of such financial covenant that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 7.01, commencing with the fiscal quarter of Holdings ending on June 30, 2024, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Covenants, until the expiration of the 10th tenth (10th) Business Day subsequent to the date the certificate calculating compliance with such financial covenant the Financial Covenants is required to be delivered pursuant to Section 5.02(a5.04(c) with respect to the applicable fiscal quarter or fiscal year (the “Cure Expiration Date”), Intermediate Holdings shall have the right right, for the benefit of the Borrower, so long as the proceeds of such Specified Cure Contribution (as defined below) are contributed to the Borrower, to issue Permitted Cure Securities Eligible Equity Interests for cash, and, cash or to receive a cash contribution in each case, to contribute any such cash as common respect of its equity to the Borrower constituting Eligible Equity Interests (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Specified Cure AmountContribution”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Financial Covenants shall be recalculated giving effect to the following pro forma adjustmentsadjustments in a manner acceptable to the Administrative Agent: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring determining compliance with the financial covenant Financial Covenants and not for any other purpose under this Agreement, by an amount equal to the Specified Cure Amount;Contribution; and (bii) Ifif, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Covenants, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 the Financial 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 breach or Event default of Default of such financial covenant the Financial Covenants that had occurred shall be deemed cured for purposes of this Agreement; and. (cb) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is may not exercisedbe exercised more than two (2) times in any period of four (4) consecutive fiscal quarters of Holdings and may not be exercised in any two (2) consecutive fiscal quarters, (ii) the Cure Right may shall be exercised no more than five (5) times during over the term of this Agreement, (iii) for purposes of this Section 7.02, the Specified Cure Amount Contribution shall be no greater than the amount required for purposes of curing the non-compliance complying with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right)Financial Covenants, (iv) the any Specified Cure Amount Contribution shall be disregarded for purposes used as a prepayment of determining the Applicable MarginLoans under Section 2.11(a), any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction of (A) the amount of Consolidated Net Debt included in Indebtedness with clause (a) of the proceeds definition of the term “Net Leverage Ratio” (whether as a result of any prepayment of Indebtedness or any netting of cash or Permitted Investments) or (B) the amount included in clause (b) of the definition of the term “Interest Coverage Ratio”, in each case, by the amount of any Specified Cure Amount Contribution for purposes of determining compliance with the financial covenant for Financial Covenants as of the last day of the fiscal quarter in which such Cure Amount is made.respect of IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 7.14, in the event that Intermediate Holdings fails the Borrowers fail to comply with the requirements Financial Covenant as of the financial covenant set forth in Section 6.13, from the last day end of the applicable fiscal quarterany relevant Test Period, until the expiration of the 10th Business Day subsequent to date that is 10 days after the date the certificate calculating compliance financial statements with respect to such financial covenant is Test Period are required to be delivered pursuant to Section 5.02(a)6.01, Intermediate Holdings Parent shall have the right to issue Permitted Cure Securities for cash, and, make an equity investment in the Parent Borrower (other than in the form of Disqualified Equity Interests) in cash or otherwise make cash common equity contributions to the Parent Borrower (in each case, to contribute with the proceeds of any such cash as common equity to investment made in Parent by the Borrower Sponsors) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of such cash contributions (the “Cure Amount”) pursuant to ), the exercise by Intermediate Holdings of such Cure Right and written notice to Borrowers’ compliance with the Administrative Agent, such financial covenant Financial Covenant shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose purposes of measuring determining compliance with the financial covenant Financial Covenant, including determining compliance with the Financial Covenant as of the end of such Test Period and not applicable subsequent periods that include such fiscal quarter for any other purpose under this Agreement, which the Cure Right is exercised by an amount equal to the Cure Amount;; and (bii) Ifif, after giving effect to the foregoing recalculationcalculations (but not, Intermediate Holdings for the avoidance of doubt, giving pro forma effect to any repayment of Indebtedness in connection therewith), the Borrowers shall be in compliance with satisfy the requirements of Financial Covenant, then the financial covenant set forth in Section 6.13, Intermediate Holdings Financial Covenant shall be deemed to have satisfied the requirements of Section 6.13 as of the end of the relevant date of determination Test Period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial covenant the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and. (cb) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Notwithstanding anything herein to the contrary, (i) in each four-fiscal fiscal-quarter period, period there shall be at least two one fiscal quarters quarter in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance complying with the financial covenant set forth in Section 6.13 Financial Covenant, and (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iviii) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeany other provision of this Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01, in the event that Intermediate Holdings fails the Loan Parties fail (or, but for the operation of this Section 8.02, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Performance Covenant, until the expiration of the 10th Business Day day subsequent to the date the certificate calculating compliance with such financial covenant is Required Financial Statements are required to be delivered pursuant to Section 5.02(a)delivered, Intermediate Holdings Borrower Holdco shall have the right to issue Permitted Cure Securities for cashcash or otherwise receive cash contributions to the capital of Borrower Holdco, and, in each case, to contribute any such cash as common equity to the capital of the Lead Borrower (collectively, the “Cure Right”)) and, and upon the receipt by the Lead Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings Borrower Holdco of such Cure Right and written notice to Right, the Administrative Agent, such financial covenant Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) adjustment by which Consolidated EBITDA shall be increasedincreased with respect to such applicable Fiscal Month and any 12 Fiscal Month period that contains such Fiscal Month, solely for the purpose of measuring the financial covenant Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) . 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 12 Fiscal Month 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 recalculationadjustments in this Section 8.02, Intermediate Holdings the Lead Borrower shall then be in compliance with the requirements requirement of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings the Lead Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 Event breach of Default of such financial covenant that had occurred the Financial Performance Covenant but for no other purposes under this Agreement. The Lead Borrower shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, required to apply the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeprepay outstanding Committed Revolving Loans.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 8.03, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarterFinancial Performance Covenant, until the expiration of the 10th Business Day 20th day subsequent to the date the certificate calculating compliance with such financial covenant Financial Performance Covenant is required to be delivered pursuant to Section 5.02(a5.04(c), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cashcash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash as common equity to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to the Administrative Agent, such financial covenant Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) Consolidated adjustment by which EBITDA shall be increasedincreased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the financial covenant Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; ; provided, that, (bi) in each four‑fiscal‑quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised and (ii) for purposes of this Section 8.03, 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 recalculationadjustments in this Section 8.03, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 breach or Event default of Default of such financial covenant the Financial Performance Covenant that had occurred shall be deemed cured for this purposes of this the Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or 8.02, in the event that Intermediate Holdings the Lead Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.137.11, from then after the last day beginning of the applicable fiscal quarter, until the expiration of the 10th Business Day day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered with respect to such fiscal quarter pursuant to Section 5.02(a6.01(a) or 6.01(b), Intermediate Holdings shall have the right to issue Permitted Cure Securities common equity for cash, and, in each case, cash and to contribute any such cash as common equity to the capital of the Lead Borrower (collectively, the “Cure Right”), and upon the receipt by the Lead Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate the Holdings of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 7.11 and not for the purpose of determining satisfaction of the Specified Transaction Conditions, the Restricted ACTIVE 61134624v18 153 Payment Conditions or the availability or amount of any other purpose under this Agreementcovenant baskets or carveouts, by an amount equal to the Cure Amount;; provided that the receipt by the Lead Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement, including for purposes of determining the availability or amount of any covenant baskets or carve-outs, the applicability of the Specified Transaction Conditions or the Restricted Payment Conditions; and (bii) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Lead Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.137.11, Intermediate Holdings the Lead Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. (a) . (a) Notwithstanding anything to the contrary contained in this Article VIISection 7.01, in the event that Intermediate Holdings fails and the Restricted Subsidiaries fail to comply with the requirements of the financial covenant set forth in Section 6.136.10(a) and/or Section 6.10(b), from as applicable, as of the last day of any fiscal quarter of Holdings, at any time after the applicable beginning of such fiscal quarter, quarter until the expiration of the 10th Business Day subsequent to the date on which a Compliance Certificate with respect to such fiscal quarter (or the certificate calculating compliance with fiscal year ended on the last day of such financial covenant fiscal quarter) is required to be delivered pursuant to in accordance with Section 5.02(a5.01(d), Intermediate Holdings shall have the right to issue Permitted Qualified Equity Interests (that do not constitute any portion of the Liquidity Cure Securities Amount) for cash, and, in each case, cash or otherwise receive cash contributions to contribute any such the capital of Holdings as cash as common equity or other Qualified Equity Interests (which Holdings shall contribute through its Restricted Subsidiaries to the Borrower as cash common equity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such cash issuance (the “EBITDA Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant Total Net Leverage Ratio and/or minimum Consolidated EBITDA shall be recalculated (solely for the purposes of Section 6.10(a) and/or Section 6.10(b), as applicable) giving effect to the following pro forma adjustmentsadjustment: (ai) Consolidated EBITDA shall be increasedincreased with respect to such applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring compliance with the financial covenant requirements of Section 6.10(a) and/or Section 6.10(b), as applicable, and not for any other purpose under this Agreement, by an amount equal to the EBITDA Cure Amount;; and NAI-1532775236v11532775236v9 134 Blue Bird Body Company Credit Agreement (bii) Ifif, after giving effect to the foregoing recalculationpro forma adjustment (without giving effect to any repayment of any Indebtedness with any portion of the EBITDA Cure Amount or any portion of the EBITDA Cure Amount on the balance sheet of Holdings and its Restricted Subsidiaries, Intermediate in each case, with respect to such fiscal quarter only), Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of the financial covenant set forth in Section 6.136.10(a) and/or Section 6.10(b), Intermediate as applicable, Holdings and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of Section 6.13 6.10(a) and/or Section 6.10(b), as applicable, 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 breachbreach or default of Section 6.10(a) and/or Section 6.10(b), Default or Event of Default of such financial covenant as applicable, that had occurred shall be deemed cured for the purposes of this Agreement; and. (cb) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Notwithstanding anything herein to the contrary, (i) in each four-four consecutive fiscal quarter period, period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times during the term of this Agreement, the Cure Right shall not be exercised more than five times and (iii) for purposes of this Section 7.02, the EBITDA Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance complying with the financial covenant set forth requirements of Section 6.10(a) and/or Section 6.10(b), as applicable, and any amounts in Section 6.13 (it being understood that the foregoing excess thereof shall not prohibit the contribution of additional equity be deemed to be an EBITDA Cure Amount. Notwithstanding any other provision in this Agreement to the Borrower to contrary, the extent such equity contribution is not made EBITDA Cure Amount received pursuant to any exercise of the Cure Right), (iv) the Cure Amount Right shall be disregarded for purposes of determining the Applicable Margin, any financial ratiofinancial-ratio based conditions or any baskets with respect to the covenants in this Agreement other than compliance with the financial covenant set forth in requirements of Section 6.13 6.10(a) and/or Section 6.10(b), as applicable, and (v) there shall be no pro forma or other reduction in Indebtedness indebtedness with the proceeds of any EBITDA Cure Amount nor any increase in the available unrestricted cash on the balance sheet of Holdings and its Restricted Subsidiaries for purposes of determining compliance with the financial covenant covenants contained in Section 6.10(a) or Section 6.10(b), the Total Net Leverage Ratio, Liquidity or for any other purpose. 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 EBITDA Cure Amount. (c) Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Restricted Subsidiaries fail to comply with the requirements of Section 6.10(c), as of the last Friday of any fiscal month (or, if such day is not a Business Day, the immediately preceding Business Day) (the “Liquidity Date”), at any time prior to the expiration of the third (3rd) Business Day subsequent to the date on which a Compliance Certificate with respect to such fiscal month is required to be delivered in accordance with Section 5.01(d), Holdings shall have the right to issue Qualified Equity Interests (that do not constitute any portion of the EBITDA Cure Amount) 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 Restricted Subsidiaries to the Borrower as cash common equity) (collectively, the “Liquidity Cure Right”), and upon the receipt by the Borrower of the Net Proceeds of such issuance (the “Liquidity Cure Amount”) pursuant to the exercise by Holdings of such Liquidity Cure Right, the Liquidity shall be recalculated to include such Net Proceeds solely for the purposes of determining compliance with Section 6.10(c) as of the applicable Liquidity Date for such prior fiscal quarter month. If, after giving effect to the foregoing recalculation Holdings and its Restricted Subsidiaries shall then be in compliance with the requirements of Section 6.10(c), then Holdings and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of such Section 6.10(c) 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 such Section 6.10(c) that had occurred shall be deemed cured for the purposes of this Agreement. NAI-1532775236v11532775236v9 135 Blue Bird Body Company Credit Agreement (d) Notwithstanding anything herein to the contrary, (i) in each three consecutive month period of the Borrower there shall be at least two non-consecutive months in which such the Liquidity Cure Right is not exercised, (ii) during the term of this Agreement, the Liquidity Cure Right shall not be exercised more than two times and (iii) for purposes of this Section 7.02, the Liquidity Cure Amount is madeshall be no greater than the amount required for purposes of complying with Section 6.10(c) and any amounts in excess thereof shall not be deemed to be a Liquidity Cure Amount. Notwithstanding any other provision in this Agreement to the contrary, there shall be no increase in the available unrestricted cash on the balance sheet of Holdings and its Restricted Subsidiaries for purposes of determining compliance with the covenant in Section 6.10(a) or for any other purpose other than compliance with Section 6.10(c). 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 three (3) Business Day period referred to in clause (c) above unless the Borrower has received the proceeds of such Liquidity Cure Amount.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 10.01, in the event that Intermediate Holdings fails to comply with of any Default or Event of Default under the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter8.13, until the expiration of the 10th Business Day subsequent to fifteenth (15th) day after the date on which the certificate calculating compliance with such financial covenant is statements are required to be delivered pursuant to Section 5.02(a7.01(a) or (b), Intermediate Holdings shall have the right as applicable, with respect to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash Fiscal Quarter hereunder (the “Cure AmountPeriod”), Holdings may issue equity (provided such equity issuance does not result in a Change of Control and constitutes common equity or Qualified Capital Stock) pursuant and contribute the Net Cash Proceeds received therefrom to the exercise by Intermediate Holdings capital of the Borrower as cash common equity (a “Specified Equity Contribution”)) in order to remedy any Event of Default that has occurred with respect to Section 8.13 for such Cure Right and written notice to Fiscal Quarter. Upon such Specified Equity Contribution in accordance with the Administrative Agentimmediately preceding sentence, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increasedamount of the proceeds thereof shall, solely for the purpose of measuring the financial covenant purposes (and not for any other purpose under this Agreement, by an amount equal subject to the Cure Amount; limitations) hereinafter described in this Section 10.04, increase Consolidated EBITDA with respect to such applicable Fiscal Quarter (band any subsequent period of four consecutive Fiscal Quarters that includes such Fiscal Quarter) Ifand if, after giving effect to the foregoing recalculationsuch increase in Consolidated EBITDA, Intermediate Holdings shall then be in compliance with the requirements of the financial covenant set forth in Section 6.138.13, Intermediate Holdings shall be deemed to have satisfied the requirements of Section 6.13 set forth therein as of the relevant date of determination four Fiscal Quarter period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event of Default of such financial covenant default that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of provided that such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, Net Cash Proceeds (i) in each four-fiscal quarter period, there shall are actually received by the Borrower (through a capital contribution of such proceeds by Holdings to the Borrower) no later than 15 days after the date on which financial statements are required to be at least two fiscal quarters in which the Cure Right is not exercised, delivered with respect to such Fiscal Quarter hereunder and (ii) do not exceed the Cure Right aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 8.13 for such period. The parties hereto acknowledge that a given Specified Equity Contribution may not be exercised no counted as having been made in more than five times during the term of one Fiscal Quarter. The parties hereby acknowledge that this Agreement, (iiiSection 10.04(a) may not be relied on for purposes of this calculating any financial ratios other than as applicable to Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing 8.13 and shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded included for purposes of determining the Applicable Marginpricing, fees or any financial ratio-based conditions (including, without limitation, compliance with any covenant or condition other than Section 8.13 itself which requires a determination of whether the financial covenant in Section 8.13 is satisfied, whether or not same would otherwise be applicable) or any baskets with respect to the covenants or conditions contained in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there Agreement. There shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount Specified Equity Contribution (including by way of netting) for purposes of determining compliance with Section 8.13 in the Fiscal Quarter for which a Specified Equity Contribution is made; provided that such Specified Equity Contribution may reduce Indebtedness in a subsequent Fiscal Quarter. (b) In each period of four consecutive Fiscal Quarters, there shall be at least two Fiscal Quarters in which no cure set forth in Section 10.04(a) is made. In addition, any reduction in Indebtedness (or increase in cash for netting purposes) with the proceeds of any Specified Equity Contribution made pursuant to this Section 10.04 shall be ignored for purposes of determining compliance with the financial covenant set forth in Section 8.13, except for determinations, including increases in cash for netting purposes, made pursuant to Section 8.13 for Fiscal Quarters after the fiscal quarter in respective Fiscal Quarter for which such Event of Default is remediated by such Specified Equity Contribution. (c) There shall be no more than five cures under Section 10.04(a) from the date hereof through the Latest Maturity Date. (d) If notice has been delivered to the Administrative Agent of a Specified Equity Contribution (such notice to be delivered on or prior to the date on which the applicable financial statements are required to be delivered and containing reasonable detail on the terms and conditions of the Specified Equity Contribution), then from the last day of the Fiscal Quarter related to such cure notice until the required date for receipt of the Specified Equity Contribution, no Default or Event of Default shall have occurred under the Loan Documents with respect to any default under Section 8.13 for which such cure notice was delivered unless the 15 day period set forth in clause (a) above has expired without the Specified Equity Contribution having been received. None of the Administrative Agent, the Collateral Agent or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of Section 8.13, unless the Specified Equity Contribution is not made on or before the expiration of the Cure Amount is madePeriod.

Right to Cure. (1) Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or Section 8.02, in but subject to Sections 8.04(2) and (3), for the event that Intermediate Holdings fails to comply with purpose of determining whether an Event of Default under the requirements Financial Covenant has occurred, the Borrower may on one or more occasions designate any portion of the financial covenant set forth in Section 6.13, Net Proceeds from the last day any Permitted Equity Issuance or of the applicable fiscal quarter, until the expiration of the 10th Business Day subsequent any contribution to the date the certificate calculating compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to capital of the Borrower (collectively, or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the “Cure Right”Administrative Agent (acting at the Direction of the Required Lenders), and upon the receipt by the Borrower of such cash ) (the “Cure Amount”) pursuant as an increase to Consolidated EBITDA of the Borrower for the applicable fiscal quarter; provided that (a) such amounts to be designated are actually received by the Borrower (i) on and after the first Business Day of the applicable fiscal quarter and (ii) on and prior to the exercise by Intermediate Holdings tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (b) 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 Cure Right and written date, and (c) the Borrower will have provided notice to the Administrative Agent, Agent on the date such financial covenant shall be recalculated giving effect amounts are designated as a “Cure Amount” (it being understood that to the following pro forma adjustments: (a) 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 shall for one fiscal quarter will be increasedused 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, solely for mandatory prepayments and the purpose availability or amount permitted pursuant to any covenant under Article VII) and may not result in any adjustment to any amounts (including the amount of measuring Indebtedness) or increase in cash with respect to the financial covenant 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, except with respect to any future fiscal quarters occurring after the fiscal quarter with respect to which such Cure Amount was received 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 not for any other purpose under this AgreementSection 8.02, (A) upon designation of the Cure Amount by the Borrower in an amount equal necessary to cure any Event of Default under the Cure Amount; (b) IfFinancial Covenant, after giving effect to the foregoing recalculation, Intermediate Holdings shall be in compliance with the requirements of the financial covenant set forth in Section 6.13, Intermediate Holdings shall Financial Covenant will be deemed to have satisfied the requirements of Section 6.13 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 the applicable breach, Default or any Event of Default of such financial covenant that had occurred shall under the Financial Covenant (and any other Default as a result thereof) will be deemed cured not to have occurred for purposes of the Loan Documents and (B) from and after the date that the Borrower delivers a written notices to the Administrative Agent that it intends to exercise its cure right under this Agreement; and Section 8.04 (ca “Notice of Intent to Cure”) To neither the extent a fiscal quarter ended for which Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the financial covenant is initially recalculated basis of any actual or purported Event of Default under the Financial Covenant (and any other Default as a result of a thereof) until and unless the Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, Expiration Date has occurred without the Cure Amount shall be included in the Consolidated EBITDA for such having been designated. (2) In each period of four consecutive fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter periodquarters, 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) the Cure Right may There shall be exercised no more than five times (5) fiscal quarters in which the cure rights set forth in Section 8.04(1) are exercised 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeFacilities.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 8.01, in the event that Intermediate Holdings Borrower fails to comply with the requirements of the any financial covenant covenants set forth in Section 6.13, from the last day of the applicable fiscal quarter6.10, until the expiration of the 10th 15th Business Day subsequent to the date the certificate calculating compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a5.01(d), Intermediate Holdings shall have the right to issue Permitted Cure Securities for cashcash or otherwise receive cash contributions to the capital of Holdings, and, and in each case, to contribute any such cash as common equity to the capital of Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise ex- ercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such all financial covenant covenants shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;; and (bii) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings Borrower shall be in compliance with the requirements of the all financial covenant covenants set forth in Section 6.136.10, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 6.10 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event of Default of such financial covenant that had occurred shall be deemed cured for purposes of this Agreement; and (ciii) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the The Cure Amount shall be included additionally in the amount of Consolidated EBITDA for such the period of four consecutive fiscal quarters that includes the fiscal quarter in such subsequent fiscal period; provided that, notwithstanding for which the Cure Right was exercised for purposes of calculating the financial covenants and not for any other purpose under this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) in each eight-fiscal quarter period, there shall be a period of at least four consecutive quarters during which the Cure Right may be is not exercised no more than five times during the term of this Agreement, and (iii) for purposes of this Section 7.028.04, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant covenants set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made6.10.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISections 9.01 or 9.02, in the event that Intermediate Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 6.137.11 for any period, from the last day of the applicable fiscal quarter, then (A) until the expiration of the 10th Business Day subsequent to the date the certificate Compliance Certificate calculating compliance with such the financial covenant for such period is required to be delivered pursuant to Section 5.02(a6.02(a), Intermediate Holdings (the “Anticipated Cure Deadline”), the Borrowers shall have the right to issue Permitted Cure Securities common or other Equity Interests (other than Disqualified Equity Interests) for cash, and, in each case, to contribute any such cash as common equity or otherwise receive cash contributions to the Borrower capital of the Borrowers in respect of existing Equity Interests (collectively, other than Disqualified Equity Interests) (the “Cure Right”)) and contribute such cash immediately to the Borrowers for common stock of Parent, and upon the receipt by the Borrower Borrowers of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrowers of such Cure Right and written notice to Right, the Administrative Agent, such financial calculation of Consolidated EBITDA as used in the covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (ai) Without duplication, Consolidated EBITDA shall be increasedincreased for the applicable fiscal quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the financial covenant set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs), by an amount equal to the Cure Amount;Amount (and the receipt by the Borrowers of the Cure Amount pursuant to the Cure Right and the related increase of Consolidated EBITDA for the applicable quarter 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) other than as specifically provided in this Section 9.03. Notwithstanding anything herein to the contrary, the Cure Amount related to any Cure Right exercised with respect to any fiscal quarter ending on or before September 30, 2017 shall be used to increase Consolidated EBITDA for such fiscal quarter for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant for such fiscal quarter, but, for purposes of calculating Consolidated EBITDA for any subsequent fiscal quarter ending on or prior to September 30, 2017, the Cure Amount for such Cure Right shall be added after calculating Consolidated EBITDA on an annualized basis pursuant to the last sentence of the definition of Consolidated EBITDA to avoid duplication; and (bii) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.137.11, Intermediate Holdings the Borrowers shall be deemed to have satisfied the requirements of the covenant set forth in Section 6.13 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial the covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained set forth in this Article VIIAgreement (including Section 7.01), in the event that Intermediate Holdings fails and its Subsidiaries shall have failed to comply with the requirements either or both of the financial covenant set forth in Section 6.13Financial Covenants, from the last day of the applicable fiscal quarter, until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such financial covenant is required to be delivered pursuant to Section 5.02(a), Intermediate Holdings Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower (collectively, the “Cure Right”), at any time during such fiscal quarter or thereafter until the expiration of 10 Business Days after the date on which financial statements for such fiscal quarter are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (the “Cure Expiration Date”), to issue Qualified Capital Stock in the form of common equity for Cash or otherwise receive Cash contributions in respect of Qualified Capital Stock in the form of common equity, and upon the receipt by the Borrower of such cash Cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to Right, compliance with the Administrative Agent, such financial covenant applicable Financial Covenant(s) shall be recalculated giving effect to the following pro forma adjustments: adjustment (a) notwithstanding the absence of a corresponding addback in the definition of “Consolidated EBITDA”): Consolidated EBITDA shall be increased, solely for the purpose of measuring determining compliance with the financial covenant applicable Financial Covenant(s) as of end of such fiscal quarter and for applicable subsequent periods that include such fiscal quarter, and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; Amount and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (b) including calculating Consolidated EBITDA for purposes of determining pricing, basket levels and other items governed by reference to Consolidated EBITDA or the Total Leverage Ratio). If, after giving effect to the foregoing recalculationrecalculations (but not, Intermediate Holdings for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith, except as provided in clause (c) below), the Borrower shall be in compliance with the requirements of the financial covenant set forth in Section 6.13applicable Financial Covenant(s), Intermediate then Holdings and its Subsidiaries shall be deemed to have satisfied the requirements of Section 6.13 applicable Financial Covenant(s) as of the end of the relevant date of determination fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default or Event breach of Default of such financial covenant the applicable Financial Covenant(s) that had occurred shall be deemed cured for all purposes of this Agreement; and. (b) 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 the Financial Covenants for the fiscal quarter in respect of which the Cure Right was exercised (other than, with respect to any future period that includes such fiscal quarter, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness). The Cure Amount shall not be included for purposes of determining the Unrestricted Cash Amount for purposes of calculating compliance with the Financial Covenants for the relevant date of determination. (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Notwithstanding anything herein to the contrary, (i) in each four-four consecutive fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may shall be exercised on no more than five times occasions during the term of this Agreement, (iii) for purposes of this Section 7.02, the Cure Amount shall not be no greater than in excess of the amount required for purposes of curing the non-compliance complying with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), Financial Covenants and (iv) no Revolving Lender or Issuing Lender shall be required to make any Revolving Loans or issue any Letter of Credit hereunder if a violation of either or both of the Financial Covenants has occurred and is continuing until the expiration of the 10 Business Day period during which the Borrower may exercise a Cure Right, unless and until the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeactually received.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 11.3(a), in the event that Intermediate Holdings the Borrower fails to comply with the requirements requirement of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter10.9, until the expiration of the 10th fifteenth (15th) Business Day subsequent after the date on which Section 9.1 Financials with respect to the date Test Period in which the certificate calculating compliance with covenant set forth in such financial covenant Section is being measured are required to be delivered pursuant to Section 5.02(a9.1 (the “Cure Period”), Intermediate Holdings or any other Person shall have the right to issue Permitted Cure Securities for cash, and, make a direct or indirect equity investment (in each case, to contribute any such the form of cash as common equity or otherwise in a form reasonably acceptable to the Administrative Agent) in the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of the net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash (proceeds to the Borrower, the “Cure Amount”) pursuant to ), the exercise by Intermediate Holdings of covenant set forth in such Cure Right and written notice to the Administrative Agent, such financial covenant Section shall be recalculated recalculated, giving effect to the following pro AMERICAS 111453311 forma increase to Consolidated EBITDA for such Test Period in an amount equal to such Cure Amount; provided that (i) such pro forma adjustments: (a) adjustment to Consolidated EBITDA shall be increased, given solely for the purpose of measuring calculating the financial covenant set forth in such Section with respect to any Test Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under this Agreementany Credit Document, by an amount equal (ii) unless actually applied to Indebtedness, there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Amount;Right for determining compliance with Section 10.9 for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash for purposes of the definitions of Consolidated Total Debt) and (iii) subject to clause (ii), no other adjustment under any other financial definition shall be made as a result of the exercise of any Cure Right. (b) If, after giving effect the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the foregoing recalculation, Intermediate Holdings Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.1310.9 during such Test Period (including for the purposes of Section 7), Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default or Event of Default of such financial covenant under Section 11.3 that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, that (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the no more than one Cure Right may be exercised no more than five times during the term of this Agreement, Agreement and (iiiii) for purposes with respect to any exercise of this Section 7.02the Cure Right, the Cure Amount shall be no greater than the amount required for purposes of curing to cause the non-Borrower to be in compliance with the financial covenant set forth in Section 6.13 10.9. (c) Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Revolving Credit Loans or terminate the Revolving Credit Commitments and none of the Administrative Agent, any Lender or any other Secured Bank Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred and being continuing with respect to a failure to comply with the requirement of the covenant set forth in Section 10.9 (it being understood that the foregoing no Revolving Credit Lender shall not prohibit the contribution of additional equity be required to fund Revolving Credit Loans during any such Cure Period). (d) Notwithstanding anything to the contrary herein, if the Borrower fails to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets comply with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 10.9 of this Agreement and Section 10.9 of the Senior Secured Credit Agreement for any Compliance Quarter, any exercise of a Cure Right (vas defined in the Senior Secured Credit Agreement) there pursuant to Section 11.13 thereof shall automatically be deemed to be an exercise of a Cure Right hereunder (which exercise shall be no pro forma or other reduction subject to this Section 11.13 in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeall respects).

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 8.01 or 8.02, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant covenants set forth in Section 6.137.11, from the last day of the applicable fiscal quarter, then (A) until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered pursuant to Section 5.02(aSections 6.01(a) and (b), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to the Borrower for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to Right, the Administrative Agent, such financial covenant calculation of EBITDA as used in the covenants set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant covenants set forth in Section 7.11 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of Cumulative Credit) or determining the Applicable Commitment Fee or the Applicable Commitment Rate), 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 the Applicable Commitment Rate) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis for the applicable period for purposes of calculating the covenants set forth in Section 7.11 or calculating the Total Senior Secured Leverage Ratio, nor shall any Cure Amount held by any Borrower Party qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties on hand” 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 recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant covenants set forth in Section 6.137.11, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Section 6.13 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such financial covenant the covenants set forth in Sections 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 10.01, in the event that Intermediate Holdings fails to comply with of any Default or Event of Default under the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter8.13, until the expiration of the 10th Business Day subsequent to tenth (10th) day after the date on which the certificate calculating compliance with such financial covenant is statements are required to be delivered pursuant to Section 5.02(a7.01(a) or Section 7.01(b), Intermediate Holdings shall have the right as applicable, with respect to any Fiscal Quarter hereunder, Borrower may issue Permitted Cure Securities for cash, and, in each case, to contribute any equity (provided such cash as equity issuance constitutes common equity or Qualified Capital Stock and does not result in a Change of Control) for cash or otherwise receive cash contributions from its equityholders (a “Specified Equity Contribution”) in order to remedy any Event of Default that has occurred with respect to Section 8.13 for such Fiscal Quarter. Upon such Specified Equity Contribution in accordance with the Borrower (collectivelyimmediately preceding sentence, the “Cure Right”), and upon amount of the receipt net proceeds actually received by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increasedshall, solely for the purpose of measuring the financial covenant purposes (and not for any other purpose under this Agreement, by an amount equal subject to the Cure Amount; limitations) hereinafter described in this Section 10.04, increase Consolidated EBITDA with respect to such applicable Fiscal Quarter (band any subsequent period of four consecutive Fiscal Quarters that includes such Fiscal Quarter) Ifand if, after giving effect to the foregoing recalculationsuch increase in Consolidated EBITDA, Intermediate Holdings Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.138.13, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 set forth therein as of the relevant date of determination four Fiscal Quarter period with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event of Default of such financial covenant default that had occurred shall be deemed cured for purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of provided that such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, Net Cash Proceeds (i) in each four-fiscal quarter period, there shall are actually received by Borrower no later than 10 days after the date on which financial statements are required to be at least two fiscal quarters in which the Cure Right is not exerciseddelivered with respect to such Fiscal Quarter hereunder, (ii) do not exceed the Cure Right may be exercised no more than five times during the term aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of this Agreement, Default under Section 8.13 for such period and (iii) shall be applied to prepay the Term Loans in accordance with Section 4.02(e). The parties hereby acknowledge that this Section 10.04(a) may not be relied on for purposes of this calculating any financial ratios other than as applicable to Section 7.02, the Cure Amount shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing 8.13 and shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded included for purposes of determining the Applicable Marginpricing, fees or any financial ratio-based conditions (including, without limitation, compliance with any covenant or condition other than Section 8.13 itself which requires a determination of whether the financial covenant in Section 8.13 is satisfied, whether or not same would otherwise be applicable) or any baskets with respect to the covenants or conditions contained in this Agreement other than Agreement. (b) In each period of four consecutive Fiscal Quarters, there shall be at least two Fiscal Quarters in which no cure set forth in Section 10.04(a) is made. In addition, any reduction in Indebtedness (or increase in cash for netting purposes) with the financial proceeds of any Specified Equity Contribution made pursuant to this Section 10.04 shall be ignored for purposes of determining compliance with the covenant set forth in Section 6.13 and 8.13 solely for the Fiscal Quarter in which such Specified Equity Contribution is made, except for determinations, including increases in cash for netting purposes, made pursuant to Section 8.13 for Fiscal Quarters after the respective Fiscal Quarter for which such Event of Default is remediated by such Specified Equity Contribution. (vc) there There shall be no pro forma or other reduction in Indebtedness with more than five cures under Section 10.04(a) from the Closing Date through the Latest Maturity Date. (d) The aggregate amount of proceeds arising from the issuance of Specified Equity Contribution during any Cure Amount for determining compliance with four consecutive Fiscal Quarter period shall not exceed 7.5% of the financial covenant Consolidated EBITDA (prior to giving effect to the making of applicable Specified Equity Contribution) of Holdings and its Restricted Subsidiaries for the fiscal quarter in four Fiscal Quarter period most recently ended for which financial statements have been delivered pursuant to the Administrative Agent. (e) If notice has been delivered to the Administrative Agent of a Specified Equity Contribution (such notice to be delivered on or prior to the date on which the applicable financial statements are required to be delivered and containing reasonable detail on the terms and conditions of the Specified Equity Contribution), then from the last day of the Fiscal Quarter related to such cure notice until the required date for receipt of the Specified Equity Contribution, no Default or Event of Default shall have occurred under the Loan Documents with respect to any default under Section 8.13 for which such Cure Amount is madecure notice was delivered unless the 10-day period set forth in clause (a) above has expired without the Specified Equity Contribution having been received.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in Section 8; (a) For the event that Intermediate Holdings fails to comply with the requirements purpose of determining whether an Event of Default under Section 6.14 has occurred as of the financial last day of the Test Period, the Borrower may, during the period beginning at the start of any Fiscal Quarter in which the Borrower determines that a breach of theany covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter, 6.14 may occur (a “Specified Fiscal Quarter”) until the expiration of the 10th tenth (10th) Business Day subsequent (the “Cure Expiration Date”) after the date on which financial statements with respect to the date the certificate calculating compliance with such financial covenant is Specified Fiscal Quarter are required to be delivered pursuant to Section 5.02(a5.1(a) or (b), Intermediate Holdings designate any portion of the net cash proceeds from a sale or issuance of the Equity Interests (which Equity Interests shall have the right to issue Permitted Cure Securities for cash, and, in each case, to contribute any such cash as common equity to not be Disqualified Equity Interests) of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant (x) as an increase to the exercise by Intermediate Holdings amount of such Cure Right Recurring Revenues for the Specified Fiscal Quarter and written notice each Test Period that includes the Specified Fiscal Quarter or (y) to be included in the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) calculation of Consolidated EBITDA shall be increased, solely for the purpose purposes of measuring the financial 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 recalculation, Intermediate Holdings shall be in determining compliance with the requirements of the financial applicable covenant set forth in Section 6.136.14 for the Specified Fiscal Quarter and each Test Period that includes the Specified Fiscal Quarter; provided that (i) such amounts to be designated shall not constitute unrestricted cash or Cash Equivalents for “cash netting” purposes, Intermediate Holdings shall be deemed (ii) such amounts are actually received by the Borrower prior to have satisfied the requirements expiration of the Cure Expiration Date, (iiiii ) such amounts do not exceed the aggregate amount necessary to cure any Event of Default in respect of Section 6.13 6.14 as of the relevant end of the Specified Fiscal Quarter, (iiiiv) such amounts shall not at any time be considered for purposes of determining pricing, mandatory prepayments, the availability or amount permitted pursuant to any term, provision or covenant hereunder or otherwise for any purpose hereunder, and (ivv) the Borrower shall 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 determination 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 in respect of Section 6.14 is less than the full amount of such originally designated amount). (b) Notwithstanding anything to the contrary contained in Section 8.1 and Section 8.2, (x) upon designation of the Cure Amount by the Borrower in an amount necessary to cure any Event of Default under the covenantcovenants set forth in Section 6.14, the covenant set forth in Section 6.14 will be deemed satisfied and complied with as of the end of the Specified Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, with the covenant set forth in Section 6.14 and the applicable breach, Default or any Event of Default of such financial under the covenant that had occurred shall set forth in Section 6.14 (and any other Default as a result thereof) will be deemed cured not to have occurred for purposes of the Credit Documents, (y) 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 Agreement; and Section 8.4 (ca “Notice of Intent to Cure”) To neither the extent a fiscal quarter ended for which Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.2 (or under any other Credit Document) on the financial basis of any actual or purported Event of Default under the covenant is initially recalculated set forth in Section 6.14 (and any other Default as a result of a thereof) until and unless the Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, Expiration Date has occurred without the Cure Amount having been designated and (z) no Lender shall be included required to (but in its sole discretion may) make any Revolving Credit Loan from and after such time as the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein Administrative Agent has received the Notice of Intent to Cure unless and until the contrary, Cure Amount is actually received. (i) in In each four-fiscal quarter periodperiod of four (4) consecutive Fiscal Quarters, there shall be at least two fiscal quarters not more than one (1) Fiscal Quarter in which the Cure Right cure right set forth in this Section 8.4 is not exercised, exercised and (ii) the Cure Right may be exercised no more than five times during the term of this Agreement, the Borrower may not exercise the cure right set forth in this Section 8.4 more than four (iii4) for purposes times in the aggregate. The Cure Amount to be included in the calculation of Consolidated EBITDA in accordance with clause (a) of this Section 7.02, the Cure Amount 8.4 shall not be no greater than the lesser of (x) $20,000,000 and (y) the minimum amount required for purposes of curing to cause the non-Borrower to be in compliance with the financial applicable covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right6.14(b), (ivc) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (vd) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is madeapplicable Specified Fiscal Quarter.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 7.01, in the event that Intermediate Holdings the Borrower fails (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of the financial covenant set forth in Section 6.13Financial Performance Covenant, from the last first day of the applicable fiscal quarter, quarter and until the expiration of the 10th 15th Business Day subsequent to the date the certificate calculating compliance with such financial covenant Financial Performance Covenant is required to be delivered pursuant to Section 5.02(a5.04(c) (the “Cure Expiration Date”), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, in each case, cash or otherwise receive cash contributions to contribute any such cash as common equity to the capital of the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings the Borrower of such Cure Right and written notice to the Administrative Agent, such financial covenant Financial Performance Covenant shall be recalculated giving effect to the following a pro forma adjustments: (a) Consolidated adjustment by which EBITDA shall be increasedincreased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the financial covenant Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; ; provided, that, (bi) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facility, (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, (iv) the Cure Amount shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained in this Agreement and shall not be included in the calculation of the Cumulative Credit, (v) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Performance Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) and (vi) no Revolving Facility Lender or L/C Issuer shall be required to fund any Revolving Facility Loan or issue, extend the expiry date of or increase the amount of any Letter of Credit, as applicable, during the period from delivery of written notice of the Borrower’s intention to exercise its Cure Right for the applicable fiscal quarter until the date the Borrower exercises such Cure Right for such fiscal quarter. If, after giving effect to the foregoing recalculationadjustments in this Section 7.02, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.13Financial Performance Covenant, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of Section 6.13 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 breach or Event default of Default of such financial covenant the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than five times 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 curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. Notwithstanding anything to the contrary contained in this Article VIISection 9.01 or 9.02, in the event that Intermediate Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 6.138.10(a) at any time when the Company is required to comply with such financial covenant, from pursuant to the last day of the applicable fiscal quarterterms thereof, then (A) until the expiration of the 10th fifteenth Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered pursuant to Section 5.02(a7.01(a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Intermediate Holdings the Company shall have the right to issue Permitted Cure Securities for cashor obtain a contribution to its equity (which shall be in the form of common equity, and, the Series A Convertible Preferred Stock or otherwise in each case, to contribute any such cash as common equity a form reasonably acceptable to the Borrower Administrative Agent) for cash (collectively, the “Cure Right”), and upon the receipt by the Borrower Company of such cash (the “Cure Amount”) ), pursuant to the exercise by Intermediate Holdings the Company of such Cure Right and written notice to Right, the Administrative Agent, such calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 8.10(a) shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 8.10(a) and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of the Available Amount) or determining the Applicable Rate), by an amount equal to the Cure Amount; provided that (1) the receipt by the Company of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness (including as unrestricted cash or Cash Equivalents of the Company and the Restricted Subsidiaries) on a Pro Forma Basis for the applicable fiscal quarter for which such Cure Amount was contributed for purposes of calculating the financial covenant set forth in Section 8.10(a); (bii) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 6.138.10(a), Intermediate Holdings the Borrowers shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 8.10(a) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 8.10(a) that had occurred shall be deemed cured for the purposes of this Agreement; and (ciii) To upon receipt by the extent Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrowers intend to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 8.10(a), unless such failure is initially recalculated as a result not cured pursuant to the exercise of a the Cure Right is included in on or prior to the calculation Anticipated Cure Deadline. For the avoidance of such financial covenant in a subsequent fiscal perioddoubt, the Company shall not be able to obtain any Credit Extension hereunder until receipt by the Administrative Agent of the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Amount. Notwithstanding anything herein to the contrary, (i) in each fourfour consecutive fiscal-fiscal quarter period, period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) the Cure Right may there can be exercised no more than five times fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement, Agreement and (iii) for purposes of this Section 7.028.10(b), the Cure Amount utilized shall be no greater than the minimum amount required for purposes of curing to remedy the non-compliance applicable failure to comply with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right8.10(a), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 8.1, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.137.1 at any time when the Borrower is required to comply with such financial covenant pursuant to the terms thereof, from then (A) after the last day end of the applicable most recently ended fiscal quarter, quarter of the Borrower until the expiration of the 10th tenth Business Day subsequent to the date the certificate calculating compliance with such relevant financial covenant is statements are required to be delivered pursuant to Section 5.02(a6.1(a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Intermediate Holdings or the Borrower shall have the right to issue Permitted Cure Securities Qualified Capital Stock for cash, cash or otherwise receive cash capital contributions and, in each casecase for Holdings, to contribute any such cash as common equity the proceeds therefrom in the form of Qualified Capital Stock to the Borrower or obtain a contribution to its equity (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) ), pursuant to the exercise by Intermediate Holdings or the Borrower of such Cure Right and written notice to Right, |US-DOCS\115543490.9|| the Administrative Agent, such calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.1 shall be recalculated giving effect to the following pro forma adjustments: (ai) Consolidated EBITDA for such fiscal quarter (and for any subsequent period that includes such fiscal quarter) shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 7.1 and not for any other purpose under this AgreementAgreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Margin), by an amount equal to the Cure Amount;; provided that no Cure Amount shall reduce Indebtedness on an actual or a pro forma basis for any Test Period including the applicable period for purposes of calculating the financial covenant set forth in Section 7.1, nor shall any Cure Amount held by the Borrower qualify as cash or Cash Equivalents for the purposes of calculating any net obligations or liabilities under the terms of this Agreement; and (bii) If, after giving effect to the foregoing recalculationrecalculations, Intermediate Holdings the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 6.137.1, Intermediate Holdings the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 6.13 7.1 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default breach or Event default of Default of such the financial covenant set forth in Section 7.1 that had occurred shall be deemed cured for all purposes of this Agreement; and (cB) To upon receipt by the extent Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower or Holdings intends to exercise the Cure Right in respect of a fiscal quarter ended for which quarter, the Lenders shall not be permitted to accelerate Loans held by them, to terminate the Revolving Commitments held by them or to exercise remedies against the Collateral or any other remedies on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 7.1, unless such failure is initially recalculated as a result not cured pursuant to the exercise of a the Cure Right is included on or prior to the Anticipated Cure Deadline; provided, no Revolving Lender or Swingline Lender shall be required to make a Loan; no Local Fronting Lender shall be required to make a Local Loan; no Issuing Lender shall be required to issue, extend, amend, renew or otherwise modify a Letter of Credit and no Local Fronting Lender shall be required to create, extend, amend, renew or otherwise modify an Acceptance, in each case, during such standstill period until the calculation of such financial covenant in a subsequent fiscal period, Borrower has exercised its Cure Right and contributed the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding accordance with this Section 8.02(a). (b) Notwithstanding anything herein to the contrary, (i) in each fourfour consecutive fiscal-fiscal quarter period, period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) the Cure Right may there can be exercised no more than five times fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement, the Facilities and (iii) for purposes of this Section 7.028.2, the Cure Amount utilized shall be no greater than the minimum amount required for purposes of curing to remedy the non-compliance applicable failure to comply with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to the Borrower to the extent such equity contribution is not made pursuant to the Cure Right), (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio7.1. |US-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Cure Amount for determining compliance with the financial covenant for the fiscal quarter in which such Cure Amount is made.DOCS\115543490.9||

Right to Cure. (a) Notwithstanding anything to the contrary contained in this Article VIISection 8.1, in the event that Intermediate Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.13, from the last day of the applicable fiscal quarter6.8, until the expiration of the 10th Business Day subsequent to the due date for delivery of the certificate calculating compliance with such financial covenant is required to be delivered Compliance Certificate for the applicable Fiscal Quarter pursuant to Section 5.02(a5.1(d), Intermediate Holdings the Borrower shall have the right to issue Permitted Cure Securities for cash, and, cash or otherwise receive cash contributions to the capital of the Borrower. Such amounts shall be added to Consolidated Adjusted EBITDA (such amount a “Specified Equity Contribution”) solely for purposes of determining compliance with Section 6.8 for the Fiscal Quarter immediately preceding the Fiscal Quarter in each case, to contribute any which such cash as common equity to the Borrower (collectively, the “Cure Right”), and upon the receipt proceeds are so received by the Borrower of and applicable subsequent periods which include such cash (the “Cure Amount”) pursuant to the exercise by Intermediate Holdings of such Cure Right and written notice to the Administrative Agent, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant Fiscal Quarter and not for any other purpose under this Agreement, by an amount equal to Agreement (including not for the Cure Amount; (b) If, purpose of calculating the Net Equity Proceeds Amount or any calculations testing pro forma compliance with the financial covenant set forth in Section 6.8 or the Total Leverage Ratio or Secured Leverage Ratio). If after giving effect to the foregoing recalculation, Intermediate Holdings the Borrower shall then be in compliance with the requirements of Section 6.8, then the financial covenant set forth in Section 6.13, Intermediate Holdings Borrower shall be deemed to have satisfied the requirements of Section 6.13 6.8 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 breach or Event default of Default of such financial covenant that Section 6.8 which had occurred shall be deemed cured for all purposes of this Agreement; andthe Credit Documents. (cb) To the extent a fiscal quarter ended for which the financial covenant is initially recalculated as a result of a Cure Right is included in the calculation of such financial covenant in a subsequent fiscal period, the Cure Amount shall be included in the Consolidated EBITDA for such fiscal quarter in such subsequent fiscal period; provided that, notwithstanding Notwithstanding anything herein to the contrary, (i) in each four-fiscal quarter period, there no event shall the Borrower be at least entitled to exercise the right described in clause (a) above in more than two fiscal quarters in which the Cure Right is not exercisedFiscal Quarters during any period of four consecutive Fiscal Quarters, (ii) in no event may the Cure Right may right described in clause (a) above be exercised no more than five four times during prior to the term of this AgreementTerm Loan Maturity Date, (iii) the amount of any Specified Equity Contribution received during a Fiscal Quarter and added to Consolidated Adjusted EBITDA for purposes of this Section 7.02, the Cure Amount immediately preceding Fiscal Quarter shall be no greater than the amount required for purposes of curing the non-compliance with the financial covenant set forth in Section 6.13 (it being understood that the foregoing shall not prohibit the contribution of additional equity to cause the Borrower to the extent be in compliance with Section 6.8 in such equity contribution is not made pursuant to the Cure Right)immediately preceding Fiscal Quarter, (iv) the Cure Amount shall be disregarded for purposes of determining the Applicable Margin, any financial ratio-based conditions or any baskets with respect to the covenants in this Agreement other than the financial covenant set forth in Section 6.13 and (v) there shall be no pro forma or other reduction in Indebtedness indebtedness (whether directly or indirectly by way of netting) with the proceeds of any Cure Amount Specified Equity Contribution for purposes of determining compliance with the financial covenant for the fiscal quarter Section 6.8 during any period in which such Cure Amount Specified Equity Contribution is madeincluded in the calculation of Consolidated Adjusted EBITDA, (v) to the extent that any Specified Equity Contribution is used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Total Leverage Ratio or the Secured Leverage Ratio for the period with respect to which such Compliance Certificate applies or any other Compliance Certificate including such period, and (vi) no Lender shall be required to make any Credit Extension hereunder if an Event of Default under Section 6.8 has occurred and is continuing during the 10 Business Day period during which the Borrower may exercise its right under Section 8.2(a) unless and until the Specified Equity Contribution is actually received by the Borrower.