Common use of Xxxxxxxx’s Right to Cure Clause in Contracts

Xxxxxxxx’s Right to Cure. Notwithstanding anything to the contrary in this Agreement (including this Article 8), upon the occurrence of a Default or Event of Default as a result of the Borrower’s failure to comply with Section 7.10 above for any fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date that is 15 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) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the “Cure Amount”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of Consolidated EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated EBITDA”) solely for the purpose of determining compliance with Section 7.10 as of the end of such fiscal quarter and for applicable subsequent periods that include such fiscal quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.10 would be satisfied, then the requirements of Section 7.10 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the amount of the issuance of Qualified Equity Interests given effect as a Cure Amount shall be no greater than the amount required for the purpose of complying with Section 7.10, (iv) there shall be no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth in Article 7 of this Agreement or any other basket set forth in Article 7 of this Agreement, (y) any ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. ARTICLE 9 ADMINISTRATIVE

Xxxxxxxx’s Right to Cure. Notwithstanding anything to the contrary contained in this Agreement (including this Article 8)Section 10.08 or 11.01, upon in the occurrence of a Default or Event of Default as a result of the Borrower’s failure event that Borrower shall fail to comply with Section 7.10 above for the Financial Maintenance Covenant, (i) any equity contribution (in the form of common equity or other equity having terms reasonably acceptable to Administrative Agent) made or contributed to Borrower after the last day of any fiscal quarter, quarter and on or prior to the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or thereafter until the date day that is 15 ten (10) Business Days after the date day on which financial statements for such fiscal quarter are required to be delivered pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity for that fiscal quarter (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (date, the “Cure AmountExpiration Date”)) will, and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma at the request of Borrower, increase in the amount of Consolidated EBITDA by an amount equal with respect to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated EBITDA”) such applicable fiscal quarter solely for the purpose purposes of determining compliance with Section 7.10 as of the Financial Maintenance Covenant at the end of such fiscal quarter and for applicable any subsequent periods period that include includes such fiscal quarter. Ifquarter (any such equity contribution or cash proceeds, a “Specified Equity Contribution”); provided that (a) no Lender shall be required to make any extension of credit during the ten (10) Business Day period referred to above if Borrower has not received the proceeds of such Specified Equity Contribution, (b) Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any fiscal quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two (2) fiscal quarters in the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness Relevant Four Fiscal Quarter Period in connection therewith), the requirements of Section 7.10 would be satisfied, then the requirements of Section 7.10 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had which no Specified Equity Contribution has been no failure to comply therewith at such date, made and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised no more than five times(5) Specified Equity Contributions in total, (iiic) the amount of any Specified Equity Contribution and the issuance use of Qualified Equity Interests given effect as a Cure Amount shall proceeds therefrom will be no greater than the amount required for to cause Borrower to be in compliance with the purpose of complying with Section 7.10Financial Maintenance Covenant, (ivd) all proceeds of Specified Equity Contributions will be disregarded for all other purposes under the Credit Documents (including calculating Consolidated EBITDA for purposes of determining basket levels and other items governed by reference to Consolidated EBITDA, and for purposes of negative covenants (other than the Financial Maintenance Covenant)), (e) the proceeds of each Specified Equity Contributions shall have been contributed to Borrower as equity solely in exchange for Qualified Capital Stock of Borrower or as Intercompany Contribution Indebtedness, and (f) there shall be no reduction in Indebtedness (whether on a pro forma basis or actual reduction of otherwise) with the amount of Indebtedness by the amount proceeds of any Cure Amount Specified Equity Contribution for purposes of determining compliance with Section 7.10 the Financial Maintenance Covenant for the fiscal quarter in respect of for which the Cure Right such Specified Equity Contribution was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth in Article 7 of this Agreement or any other basket set forth in Article 7 of this Agreement, (y) any ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. ARTICLE 9 ADMINISTRATIVEmade.

Xxxxxxxx’s Right to Cure. Notwithstanding anything to the contrary contained in this Agreement (including this Article 8)Section 8.01, upon the occurrence for purposes of a Default or determining whether an Event of Default has occurred under the financial covenant set forth in Section 7.10(a), (b) or (c) and so long as a result any Equity Cure Contribution made to the Borrower after the last day of the Borrower’s failure to comply with Section 7.10 above for any fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter in respect of which such Default has occurred and on or thereafter until prior to the date that is 15 ten (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)for such fiscal quarter will, as applicable) to issue Qualified Equity Interests or other equity (such other equity to at the request of the Borrower, be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the “Cure Amount”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase included in the amount calculation of Consolidated EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated EBITDA”) solely for the purpose purposes of determining compliance with the applicable financial covenants under Section 7.10 as of at the end of such fiscal quarter and for applicable any subsequent periods period that include includes such fiscal quarter. Ifquarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any fiscal quarter unless, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.10 would be satisfied, then the requirements of Section 7.10 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contraryrequested Specified Equity Contribution, (i) in each any four consecutive fiscal quarter period quarters, there shall be at least two fiscal quarters (in respect of which may, but are not required to be, consecutive) in which the Cure Right no Specified Equity Contribution is not exercised, made and (ii) during the term of this Agreement, the Cure Right shall not be exercised no more than five timesSpecified Equity Contributions will be made in the aggregate over the life of the Facilities, (iiib) the amount of any Specified Equity Contribution and the issuance use of Qualified Equity Interests given effect as a Cure Amount shall proceeds therefrom will be no greater than the amount required to cause the Borrower to be in compliance with the applicable financial covenants set forth in Section 7.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the purpose of complying with Section 7.10, Loan Documents (iv) there shall be no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount including calculating Consolidated EBITDA for purposes of determining compliance with basket levels, Applicable Rate and other items governed by reference to Consolidated EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Section 7.10 for the fiscal quarter in respect of which such Specified Equity Contribution is made. The proceeds of the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may Specified Equity Contribution shall not be given effect) and (v) such Cure Amount shall be disregarded utilized for purposes of determining (x) Unrestricted Cash for purposes of any financial ratio-based condition to the availability of any carve-out covenant set forth in Article 7 Section 7.10. For the avoidance of this Agreement or doubt, the Borrower shall not be able to obtain any other basket set forth in Article 7 Credit Extension hereunder until receipt by the Administrative Agent of this Agreement, (y) any ratio-based stepdown in Article 2 the Specified Equity Contribution and a Compliance Certificate evidencing the inclusion of this Agreement or (z) such Specified Equity Contribution and demonstrating compliance with the Applicable Margin. ARTICLE 9 ADMINISTRATIVEapplicable financial covenant under Section 7.10.

Xxxxxxxx’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Agreement (including this Article 8)Section 8.01 or 8.02, upon if the occurrence of Borrower determines that a Default or Financial Covenant Event of Default has occurred or may occur as a result of the Borrower’s failure to comply with Section 7.10 above for end of any fiscal quarter, during the Borrower shall have period commencing after the right (the “Cure Right”) (at any time during end of such fiscal quarter or thereafter until the date that is 15 and ending ten (10) Business Days after the date on which financial statements for such fiscal quarter are required to be delivered pursuant hereunder with respect to Section 6.01(a) or such fiscal quarter, the Investors may make a Specified Equity Contribution to Holdings (b), as applicable) to issue Qualified a “Designated Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the “Cure AmountContribution”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of the Net Cash Proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by an amount equal the Borrower as cash common equity (including through capital contribution of such Net Cash Proceeds to the Cure Amount (notwithstanding Borrower) during the absence of a related addback in the definition of “Consolidated EBITDA”) solely for the purpose of determining compliance with Section 7.10 as of period commencing after the end of such fiscal quarter by the Borrower and for applicable subsequent periods that include ending ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarterquarter hereunder and (ii) not applied to any Other Equity Use. If, after giving effect The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.10 and shall not result in any adjustment to any baskets or other amounts other than the foregoing recalculation (but not, amount of the Consolidated EBITDA for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements purpose of Section 7.10 would be satisfied, then the requirements of Section 7.10 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement7.10. Notwithstanding anything herein to the contrarycontrary contained in Section 8.01 and Section 8.02, upon written notice from the Borrower that it intends to exercise Section 8.04, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default relating to Section 7.10 until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder; provided that the foregoing shall not effect the conditions to Credit Extension under Section 4.02. (b) (i) in In each period of four consecutive fiscal quarter period quarters, there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in which the Cure Right no Designated Equity Contribution is not exercisedmade, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the amount of the issuance of Qualified any Designated Equity Interests given effect as a Cure Amount Contribution shall be no greater more than the amount required for to cause the purpose of complying Borrower to be in compliance with Section 7.10, 7.10 for any applicable period and (iv) there shall be no pro forma or actual reduction of in Indebtedness with the amount of Indebtedness by the amount proceeds of any Cure Amount Designated Equity Contribution for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of which such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth in Article 7 of this Agreement or any other basket set forth in Article 7 of this Agreement, (y) any ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. ARTICLE 9 ADMINISTRATIVEDesignated Equity Contribution was made.

Xxxxxxxx’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Agreement (including this Article 8)Section 8.01 or 8.02, upon if the occurrence of Borrower determines that a Default or Financial Covenant Event of Default has occurred or may occur as a result of the Borrower’s failure to comply with Section 7.10 above for end of any fiscal quarter, during the Borrower shall have period commencing after the right (the “Cure Right”) (at any time during end of such fiscal quarter or thereafter until the date that is 15 and ending ten (10) Business Days after the date on which financial statements for such fiscal quarter are required to be delivered pursuant hereunder with respect to Section 6.01(a) or such fiscal quarter, the Strategic Investors may make a Specified Equity Contribution to Holdings (b), as applicable) to issue Qualified a “Designated Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the “Cure AmountContribution”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of the Net Cash Proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by an amount equal the Borrower as cash common equity (including through capital contribution of such Net Cash Proceeds to the Cure Amount (notwithstanding Borrower) during the absence of a related addback in the definition of “Consolidated EBITDA”) solely for the purpose of determining compliance with Section 7.10 as of period commencing after the end of such fiscal quarter by the Borrower and for applicable subsequent periods that include ending ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarterquarter hereunder and (ii) not applied to any Other Equity Use. If, after giving effect The parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.10 and shall not result in any adjustment to any baskets or other amounts other than the foregoing recalculation (but not, amount of the Consolidated EBITDA for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements purpose of Section 7.10 would be satisfied, then the requirements of Section 7.10 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement7.10. Notwithstanding anything herein to the contrarycontrary contained in Section 8.01 and Section 8.02, upon written notice from the Borrower that it intends to exercise this Section 8.04, neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default relating to Section 7.10 until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder; provided that the foregoing shall not effect the conditions to Credit Extension under Section 4.02. (b) (i) in In each period of four consecutive fiscal quarter period quarters, there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in which the Cure Right no Designated Equity Contribution is not exercisedmade, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the amount of the issuance of Qualified any Designated Equity Interests given effect as a Cure Amount Contribution shall be no greater more than the amount required for to cause the purpose of complying Borrower to be in compliance with Section 7.10, 7.10 for any applicable period and (iv) there shall be no pro forma or actual reduction of in Indebtedness with the amount of Indebtedness by the amount proceeds of any Cure Amount Designated Equity Contribution for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of which such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth in Article 7 of this Agreement or any other basket set forth in Article 7 of this Agreement, (y) any ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. ARTICLE 9 ADMINISTRATIVEDesignated Equity Contribution was made.

Xxxxxxxx’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Agreement (including this Article 8)Sections ‎8.01 or ‎8.02, upon if the occurrence of a Default or Borrower determines that an Event of Default as a result under the covenant set forth in ‎Section 7.11 has occurred or may occur, during the period commencing after the beginning of the Borrower’s failure to comply with Section 7.10 above for any fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such last fiscal quarter or thereafter until the date that is 15 included in such Test Period and ending ten (10) Business Days after the date on which financial statements for such fiscal quarter are required to be delivered pursuant hereunder with respect to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests fiscal quarter (the “Cure AmountExpiration Date”), the Investors may make a Specified Equity Contribution to the Borrower (a “Designated Equity Contribution”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of the net cash proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by an amount equal the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during the period commencing after the beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Amount Expiration Date and (notwithstanding ii) are Not Otherwise Applied. The parties hereby acknowledge that this ‎Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to ‎Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the absence amount of a related addback in the definition of “Consolidated EBITDA”) solely EBITDA for the purpose of determining compliance with ‎Section 7.11. Notwithstanding anything to the contrary contained in Section 7.10 as 8.01 and Section 8.02, (A) upon designation of the end Designated Equity Contribution by the Borrower in an amount necessary to cure any Event of Default under the covenant set forth in ‎Section 7.11, such fiscal quarter and for applicable subsequent periods that include such fiscal quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.10 would be satisfied, then the requirements of Section 7.10 shall covenant will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at with such date, covenant and the applicable breach or default any Event of Section 7.10 that had occurred Default under such covenant (or would have occurredand any other Default as a result thereof) shall will be deemed cured for the purposes of this Agreement. Notwithstanding anything herein not to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the amount of the issuance of Qualified Equity Interests given effect as a Cure Amount shall be no greater than the amount required for the purpose of complying with Section 7.10, (iv) there shall be no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount have occurred for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (vB) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition from and after the date that the Borrower delivers a written notice to the availability Administrative Agent that it intends to exercise its cure right under this Section 8.05 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any carve-out actual or purported Event of Default under the covenant set forth in Article 7 ‎Section 7.11 with respect to the quarter for which a Notice of this Agreement or Intent to Cure has been provided (and any other basket set forth in Article 7 of this AgreementDefault as a result thereof), (y) and the Borrower shall be permitted to borrow Revolving Credit Loans and Swing Line Loans and make any ratio-based stepdown in Article 2 of this Agreement or (z) request for an L/C Credit Extension, until and unless the Applicable Margin. ARTICLE 9 ADMINISTRATIVECure Expiration Date has occurred without the Designated Equity Contribution having been designated.

Xxxxxxxx’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Agreement Section 8.01, but subject to Sections 8.04(b) and (including this Article 8)c), upon for the occurrence purpose of a Default or determining whether an Event of Default as a result of the Borrower’s failure to comply with under Section 7.10 above for any fiscal quarter7.13 has occurred, the Borrower shall have may on one or more occasions designate any portion of the right Net Cash Proceeds from a sale or issuance of Qualified Equity Interests or any contribution to the capital of the Borrower (the “Cure RightAmount”) as an increase to Consolidated EBITDA for the applicable fiscal quarter; provided that such amounts to be designated (at any time during such fiscal quarter i) are actually received by the Borrower on or thereafter until prior to the date that is 15 tenth (10th) Business Days Day after the date on which financial statements for are delivered with respect to such applicable fiscal quarter are required to be delivered pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (the “Cure AmountExpiration Date”), (ii) do not exceed the maximum aggregate amount necessary to cure any Event of Default under Section 7.13 as of such date and thereupon compliance with Section 7.10 (iii) Borrower shall be recalculated giving effect have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are contributed to Borrower designating such amounts as a pro forma increase “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of Consolidated EBITDA by an amount equal to such Net Cash Proceeds that is designated as the Cure Amount (notwithstanding may be lower than specified in such notice to the absence extent that the amount necessary to cure any Event of a related addback in Default under Section 7.13 is less than the definition of “Consolidated EBITDA”) solely for the purpose of determining compliance with Section 7.10 as of the end full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for applicable subsequent periods each Test Period that include includes such fiscal quarter. IfThe parties hereby acknowledge that this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.13 (and shall not be included for any other purpose including for purposes of determining pricing, after giving effect mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VI) and shall not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the foregoing recalculation quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (but not, for A) upon designation of the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith)Cure Amount by the Borrower, the requirements of covenant under Section 7.10 would be satisfied, then the requirements of Section 7.10 7.13 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at with the covenant under such date, Section 7.13 and the applicable breach or default any Event of Default under Section 7.10 that had occurred (or would have occurred) 7.13 shall be deemed cured not to have occurred for the purposes of this Agreement. Notwithstanding anything herein to the contraryLoan Documents, and (iB) in neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 7.13 until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated. (b) In each period of four consecutive fiscal quarter period quarters, there shall be at least two (2) fiscal quarters in which no cure right set forth in Section 8.04(a) is exercised. (which may, but are not required to be, consecutivec) There can be no more than five (5) fiscal quarters in which the Cure Right is not exercised, (iicure rights set forth in Section 8.04(a) are exercised during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the amount of the issuance of Qualified Equity Interests given effect as a Cure Amount shall be no greater than the amount required for the purpose of complying with Section 7.10, (iv) there shall be no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth in Article 7 of this Agreement or any other basket set forth in Article 7 of this Agreement, (y) any ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. ARTICLE 9 ADMINISTRATIVEFacilities.

Xxxxxxxx’s Right to Cure. Notwithstanding anything to the contrary contained in this Agreement Section 7.10(a), in the event that the Total Net Leverage Ratio is greater than the amount set forth in Section 7.10(a) on the last day of any applicable Test Period, the proceeds of any equity contribution made to the Borrower and the proceeds of any issuance by the Borrower of its Equity Interests (including this Article 8), upon in the occurrence form of a Default or Event of Default as a result Qualified Equity Interests) of the Borrower’s failure Borrower having terms acceptable to comply with Section 7.10 above for any fiscal quarterthe Administrative Agent in its sole discretion (such Equity Interests, the Borrower shall have the right (the “Cure RightSecurity”) (at any time during ), in each case, received after the first day of such fiscal quarter Test Period and on or thereafter until prior to the date day that is 15 Business Days after the date day on which financial statements for such fiscal quarter are required to be delivered pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity for such Test Period and Not Otherwise Applied (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (date, the “Cure AmountExpiration Date”)) will, and thereupon compliance with Section 7.10 shall at the request of the Borrower, be recalculated giving effect to a pro forma increase included in the amount calculation of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated EBITDA”) solely for the purpose purposes of determining compliance with the financial covenant set forth in Section 7.10 as of 7.10(a) at the end of such Test Period and any subsequent period that includes a fiscal quarter in such Test Period (any such equity contribution, a “Specified Equity Contribution”); provided that, (i) no Revolving Lender shall be required to make any new extension of credit under a Loan Document, and for applicable subsequent periods no Issuing Banks shall be required to issue, increase the face amount of, or extend any Letter of Credit, during the 15 Business Day period referred to above if the Borrower has not received the proceeds of such Specified Equity Contribution prior to or concurrently with such extension, issuance or increase; (ii) the Borrower shall not be permitted to so request that include such a Specified Equity Contribution be included in the calculation of Consolidated Adjusted EBITDA with respect to any fiscal quarter. Ifquarter unless, after giving effect to the foregoing recalculation (but notsuch requested Specified Equity Contribution, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.10 there would be satisfied, then the requirements of Section 7.10 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in the Relevant Four Fiscal Quarter Period in which the Cure Right is not exercised, no Specified Equity Contribution has been made; (iiiii) during the term of this Agreement, the Cure Right shall not be exercised no more than five timesSpecified Equity Contributions will be made in the aggregate, and there shall be no requirement to prepay any Indebtedness with the proceeds of Specified Equity Contributions; (iiiiv) the amount of the issuance of Qualified any Specified Equity Interests given effect as a Cure Amount shall Contribution will be no greater than the minimum amount required to cause the Borrower to be in compliance with the Financial Covenant set forth in this Section 7.10(a); (v) any proceeds of Specified Equity Contributions will be disregarded for all other purposes under the purpose of complying with Section 7.10, Loan Documents (iv) there shall be no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount including calculating Consolidated Adjusted EBITDA for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided thatleverage-based basket levels, with respect pricing and other items governed by reference to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) Consolidated Adjusted EBITDA and (v) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth Restricted Payments covenant in Article 7 of this Agreement or any Section 7.06 and the other basket set forth in Article 7 of this Agreement, (y) any ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. ARTICLE 9 ADMINISTRATIVEnegative covenants); and

Xxxxxxxx’s Right to Cure. Notwithstanding anything to the contrary contained in this Agreement Section 7.10(a), in the event that the Total Net Leverage Ratio is greater than the amount set forth in Section 7.10(a) on the last day of any applicable Test Period, the proceeds of any equity contribution made to the Borrower and the proceeds of any issuance by the Borrower of its Equity Interests (including this Article 8), upon in the occurrence form of a Default or Event of Default as a result Qualified Equity Interests) of the Borrower’s failure Borrower having terms acceptable to comply with Section 7.10 above for any fiscal quarterthe Administrative Agent in its sole discretion (such Equity Interests, the Borrower shall have the right (the “Cure RightSecurity”) (at any time during ), in each case, received after the first day of such fiscal quarter Test Period and on or thereafter until prior to the date day that is 15 Business Days after the date day on which financial statements for such fiscal quarter are required to be delivered pursuant to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity for such Test Period and Not Otherwise Applied (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests (date, the “Cure AmountExpiration Date”)) will, and thereupon compliance with Section 7.10 shall at the request of the Borrower, be recalculated giving effect to a pro forma increase included in the amount calculation of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated EBITDA”) solely for the purpose purposes of determining compliance with the financial covenant set forth in Section 7.10 as of 7.10(a) at the end of such Test Period and any subsequent period that includes a fiscal quarter in such Test Period (any such equity contribution, a “Specified Equity Contribution”); provided that, (i) no Revolving Lender shall be required to make any new extension of credit under a Loan Document, and for applicable subsequent periods no Issuing Banks shall be required to issue, increase the face amount of, or extend any Letter of Credit, during the 15 Business Day period referred to above if the Borrower has not received the proceeds of such Specified Equity Contribution prior to or concurrently with such extension, issuance or increase; (ii) the Borrower shall not be permitted to so request that include such a Specified Equity Contribution be included in the calculation of Consolidated Adjusted EBITDA with respect to any fiscal quarter. Ifquarter unless, after giving effect to the foregoing recalculation (but notsuch requested Specified Equity Contribution, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.10 there would be satisfied, then the requirements of Section 7.10 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in the Relevant Four Fiscal Quarter Period in which the Cure Right is not exercised, no Specified Equity Contribution has been made; (iiiii) during the term of this Agreement, the Cure Right shall not be exercised no more than five timesSpecified Equity Contributions will be made in the aggregate, and there shall be no requirement to prepay any Indebtedness with the proceeds of Specified Equity Contributions; (iiiiv) the amount of the issuance of Qualified any Specified Equity Interests given effect as a Cure Amount shall Contribution will be no greater than the minimum amount required to cause the Borrower to be in compliance with the Financial Covenant set forth in this Section 7.10(a); (v) any proceeds of Specified Equity Contributions will be disregarded for all other purposes under the purpose Loan Documents (including calculating Consolidated Adjusted EBITDA for purposes of complying with determining leverage-based basket levels, pricing and other items governed by reference to Consolidated Adjusted EBITDA and for purposes of the Restricted Payments covenant in Section 7.10, 7.06 and the other negative covenants); and (ivvi) there shall be no pro forma or actual reduction of in Indebtedness pursuant to a cash netting provision with the amount of Indebtedness by the amount proceeds of any Cure Amount Specified Equity Contribution for purposes of determining compliance with the financial covenant set forth in Section 7.10 7.10(a) for the fiscal quarter in respect of for which the Cure Right such Specified Equity Contribution was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (v) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition to the availability of any carve-out set forth in Article 7 of this Agreement or any other basket set forth in Article 7 of this Agreement, (y) any ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. ARTICLE 9 ADMINISTRATIVEmade.

Xxxxxxxx’s Right to Cure. (a) Notwithstanding anything to the contrary contained in this Agreement (including this Article 8)Sections ‎8.01 or ‎8.02, upon if the occurrence of a Default or Borrower determines that an Event of Default as a result under the covenant set forth in ‎Section 7.11 has occurred or may occur, during the period commencing after the beginning of the Borrower’s failure to comply with Section 7.10 above for any fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such last fiscal quarter or thereafter until the date that is 15 included in such Test Period and ending ten (10) Business Days after the date on which financial statements for such fiscal quarter are required to be delivered pursuant hereunder with respect to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests fiscal quarter (the “Cure AmountExpiration Date”), the Investors may make a Specified Equity Contribution to the Borrower (a “Designated Equity Contribution”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of the net cash proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by an amount equal the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during the period commencing after the beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Amount Expiration Date and (notwithstanding ii) are Not Otherwise Applied. The parties hereby acknowledge that this ‎Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to ‎Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the absence amount of a related addback in the definition of “Consolidated EBITDA”) solely EBITDA for the purpose of determining compliance with ‎Section 7.11. Notwithstanding anything to the contrary contained in Section 7.10 as 8.01 and Section 8.02, (A) upon designation of the end Designated Equity Contribution by the Borrower in an amount necessary to cure any Event of Default under the covenant set forth in ‎Section 7.11, such fiscal quarter and for applicable subsequent periods that include such fiscal quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.10 would be satisfied, then the requirements of Section 7.10 shall covenant will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at with such datecovenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.05 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the covenant set forth in ‎Section 7.11 with respect to the quarter for which a Notice of Intent to Cure has been provided (and any other Default as a result thereof), and the applicable breach or default of Section 7.10 that had occurred (or would have occurred) Borrower shall be deemed cured permitted to borrow Revolving Credit Loans and Swing Line Loans and make any request for an L/C Credit Extension, until and unless the purposes of this Agreement. Notwithstanding anything herein to Cure Expiration Date has occurred without the contrary, Designated Equity Contribution having been designated. (i) in In each period of four consecutive fiscal quarter period quarters, there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in which the Cure Right no Designated Equity Contribution is not exercisedmade, (ii) no more than five Designated Equity Contributions may be made in the aggregate during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the amount of the issuance of Qualified any Designated Equity Interests given effect as a Cure Amount Contribution shall be no greater more than the amount required to cause the Borrower to be in Pro Forma Compliance with ‎Section 7.11 for the purpose of complying with Section 7.10, any applicable period and (iv) there shall be no pro forma or actual reduction of in Indebtedness with the amount of Indebtedness by the amount proceeds of any Cure Amount Designated Equity Contribution for purposes of determining compliance with Section 7.10 ‎Section 7.11 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, which such Designated Equity Contribution was made; provided that to the extent of any portion of such Cure Amount that is proceeds are actually applied to repay Indebtedness under the Loan Documentsprepay Indebtedness, such repayment reduction may be given effect) and (v) such Cure Amount shall be disregarded for purposes of determining (x) credited in any financial ratio-based condition to the availability of any carve-out set forth in Article 7 of this Agreement or any other basket set forth in Article 7 of this Agreement, (y) any ratio-based stepdown in Article 2 of this Agreement or (z) the Applicable Margin. ARTICLE 9 ADMINISTRATIVEsubsequent fiscal quarter.

Xxxxxxxx’s Right to Cure. Notwithstanding anything to the contrary contained in this Agreement (including this Article 8)Sections ‎8.01 or ‎8.02, upon if the occurrence of a Default or Borrower determines that an Event of Default as a result under the covenant set forth in ‎Section 7.11 has occurred or may occur, during the period commencing after the beginning of the Borrower’s failure to comply with Section 7.10 above for any fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such last fiscal quarter or thereafter until the date that is 15 included in such Test Period and ending ten (10) Business Days after the date on which financial statements for such fiscal quarter are required to be delivered pursuant hereunder with respect to Section 6.01(a) or (b), as applicable) to issue Qualified Equity Interests or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests fiscal quarter (the “Cure AmountExpiration Date”), the Investors may make a Specified Equity Contribution to the Borrower (a “Designated Equity Contribution”), and thereupon compliance with Section 7.10 shall be recalculated giving effect to a pro forma increase in the amount of the net cash proceeds thereof shall be deemed to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by an amount equal the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during the period commencing after the beginning of the last fiscal quarter included in such Test Period by the Borrower and ending on the Cure Amount Expiration Date and (notwithstanding ii) are Not Otherwise Applied. The parties hereby acknowledge that this ‎Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to ‎Section 7.11 and shall not result in any adjustment to any baskets or other amounts other than the absence amount of a related addback in the definition of “Consolidated EBITDA”) solely EBITDA for the purpose of determining compliance with ‎Section 7.11. Notwithstanding anything to the contrary contained in Section 7.10 as 8.01 and Section 8.02, (A) upon designation of the end Designated Equity Contribution by the Borrower in an amount necessary to cure any Event of Default under the covenant set forth in ‎Section 7.11, such fiscal quarter and for applicable subsequent periods that include such fiscal quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 7.10 would be satisfied, then the requirements of Section 7.10 shall covenant will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at with such date, covenant and the applicable breach or default any Event of Section 7.10 that had occurred Default under such covenant (or would have occurredand any other Default as a result thereof) shall will be deemed cured for the purposes of this Agreement. Notwithstanding anything herein not to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the amount of the issuance of Qualified Equity Interests given effect as a Cure Amount shall be no greater than the amount required for the purpose of complying with Section 7.10, (iv) there shall be no pro forma or actual reduction of the amount of Indebtedness by the amount of any Cure Amount have occurred for purposes of determining compliance with Section 7.10 for the fiscal quarter in respect of which the Cure Right was exercised (provided that, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness under the Loan Documents, such repayment may be given effect) and (vB) such Cure Amount shall be disregarded for purposes of determining (x) any financial ratio-based condition from and after the date that the Borrower delivers a written notice to the availability Administrative Agent that it intends to exercise its cure right under this Section 8.05 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any carve-out actual or purported Event of Default under the covenant set forth in Article 7 ‎Section 7.11 with respect to the quarter for which a Notice of this Agreement or Intent to Cure has been provided (and any other basket set forth in Article 7 of this AgreementDefault as a result thereof), (y) and the Borrower shall be permitted to borrow Revolving Credit Loans and Swing Line Loans and make any ratio-based stepdown in Article 2 of this Agreement or (z) request for an L/C Credit Extension, until and unless the Applicable Margin. ARTICLE 9 ADMINISTRATIVECure Expiration Date has occurred without the Designated Equity Contribution having been designated.