Common use of Limitation on Exercise of Cure Right Clause in Contracts

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made under the Revolving Credit Facility following a breach of the Financial Maintenance Covenant until the Cure Amount has actually been received by the Borrower.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents Documents, any “incurrence” based financial ratio or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made under the Revolving Credit Facility (or Letters of Credit issued, increased or extended) following a breach of the Financial Maintenance Covenant until the Cure Amount has actually been received by the Borrower.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) from and after the Effective Date, there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant Section 10.9 or 10.10 as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, 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 complying with the Financial Performance Covenant Section 10.9 or 10.10 for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing there shall be made under no pro forma reduction in Indebtedness (by netting or otherwise) with the Revolving Credit Facility following a breach proceeds of the Financial Maintenance Covenant until the any Cure Amount has actually been received by for determining compliance with Section 10.9 or 10.10 for the BorrowerTest Period for which such Cure Amount is deemed applied.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) from and after the Closing Date, there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant Section 10.9 or 10.10 as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, 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 complying with the Financial Performance Covenant Section 10.9 or 10.10 for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing there shall be made under no pro forma reduction in Indebtedness (by netting or otherwise) with the Revolving Credit Facility following a breach proceeds of the Financial Maintenance Covenant until the any Cure Amount has actually been received by for determining compliance with Section 10.9 or 10.10 for the BorrowerTest Period for which such Cure Amount is deemed applied.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents Documents, any “Incurrence” based financial ratio or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made under the Revolving Credit Facility (or Letters of Credit issued, increased or extended) following a breach of the Financial Maintenance Performance Covenant until the Cure Amount has actually been received by the Borrower.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents Documents, any “incurrence” based financial ratio or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made under the Revolving Credit Facility following a breach of the Financial Maintenance Covenant until the Cure Amount has actually been received by the Borrower.and

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents Documents, any “incurrence” based financial ratio or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made under the Revolving Credit Facility (and no Letter of Credit shall be issued, increased or extended) under the Revolving Credit Facility following a breach of the Financial Maintenance Performance Covenant until the Cure Amount has actually been received by the Borrower.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made under the Revolving Credit Facility following a breach of the Financial Maintenance Covenant until the Cure Amount has actually been received by the Borrower.Documents, any “incurrence” -216- #95203802v2296160609v3 #96160609v5

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) from and after the Amendment No. 5 Effective Date, there shall be no more than five exercises of the Cure Right in the aggregateaggregate during the term of the Credit Facilities, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying pro forma compliance with the Financial Performance Covenant Section 10.9 as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, 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 complying with the Financial Performance Covenant Section 10.9 for such fiscal quarter (such 181 amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, the Commitment Fee Rate, financial ratio-based conditions, any baskets, baskets with respect to the covenants contained in the Credit Documents or the calculation or usage of the Available Amount or the Available Equity Amount and (v) no borrowing there shall be made under no pro forma reduction in Indebtedness (by netting or otherwise) with the Revolving Credit Facility following a breach proceeds of the Financial Maintenance Covenant until the any Cure Amount has actually been received by for determining compliance with Section 10.9 for the Borrowerfiscal quarter for which such Cure Amount is deemed applied.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-consecutive fiscal quarter period period, there shall be no more than at least two fiscal quarters with respect to during which the Cure Right is not exercised, (ii) there shall be no more than five exercises of the Cure Right in may only be exercised five times during the aggregateterm of this Agreement, (iii) the Cure Amount shall be no greater than the minimum amount required for purposes of complying to cause the Borrower to be in compliance with the Financial Performance Covenant financial covenants set forth in Section ‎6.15 as of at the end of such the applicable fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”)quarter, (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, financial ratio based conditions or any baskets with respect to the covenants contained in the Credit Documents or the usage of the Available Amount or the Available Equity Amount and this Agreement, (v) no borrowing there shall be made under no pro forma reduction in Indebtedness with the Revolving Credit Facility following a breach proceeds of any Cure Amount for determining compliance with Section ‎6.15 in the quarter in which such Cure Right is exercised (whether directly by prepayment of Indebtedness or indirectly by way of netting); provided that Cure Amounts shall reduce debt in future Test Periods to the extent used to prepay the Loans and not otherwise applied to increase Consolidated EBITDA of the Financial Maintenance Covenant until Borrower in such Test Period and (vi) there shall be no cash netting of the proceeds of any Cure Amount has actually been received by the Borrower.Amount. 134

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) from and after the Amendment No. 5 Effective Date, there shall be no more than five exercises of the Cure Right in the aggregateaggregate during the term of the Credit Facilities, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying pro forma compliance with the Financial Performance Covenant Section 10.9 as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, 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 complying with the Financial Performance Covenant Section 10.9 for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, the Commitment Fee Rate, financial ratio- based conditions, any baskets, baskets with respect to the covenants contained in the Credit Documents or the calculation or usage of the Available Amount or the Available Equity Amount and (v) no borrowing there shall be made under no pro forma reduction in Indebtedness (by netting or otherwise) with the Revolving Credit Facility following a breach proceeds of the Financial Maintenance Covenant until the any Cure Amount has actually been received by for determining compliance with Section 10.9 for the Borrower.fiscal quarter for which such Cure Amount is deemed applied. (c)

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents Documents, any “incurrence” based financial ratio or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made permitted under the Revolving Credit Facility (and Letters of Credit may be issued, increased or extended) under the Revolving Credit Facility following a breach of the Financial Maintenance Performance Covenant until from and after the date the Borrower delivers written notice to the Administrative Agent that it intends to exercise its right to exercise the Cure Amount has actually been received by the BorrowerRight.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) from and after the Effective Date, there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant Section 10.9 or 10.10 as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, 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 complying with the Financial Performance Covenant Section 10.9 or 10.10 LPL – Conformed A&R Credit Agreement 187 for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing there shall be made under no pro forma reduction in Indebtedness (by netting or otherwise) with the Revolving Credit Facility following a breach proceeds of the Financial Maintenance Covenant until the any Cure Amount has actually been received by for determining compliance with Section 10.9 or 10.10 for the BorrowerTest Period for which such Cure Amount is deemed applied.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents Loan Documents, any “Incurrence” based financial ratio or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made under the Revolving Credit Facility Facilities (or Letters of Credit issued, increased or extended) following a breach of the Financial Maintenance Performance Covenant until the Cure Amount has actually been received by the Borrower.

Limitation on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required to be 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 complying with the Financial Performance Covenant for such fiscal quarter (such amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit Documents Documents, any “incurrence” based financial ratio or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made permitted under the Revolving Credit Facility (and Letters of Credit may be issued, increased or extended) under the Revolving Credit Facility following a breach of the Financial Maintenance Performance Covenant until from and after the date the Borrower delivers written notice to the Administrative Agent that it intends to exercise its right to exercise the Cure Amount has actually been received by the Borrower.Right. (c)