Common use of Right to Cure Clause in Contracts

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.18.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the Parent Borrower fails (or, but for the operation of cash common equity or other equity reasonably acceptable this Section 8.02, would fail) to comply with the Administrative Agent) made to the Borrower after Financial Performance Covenant, as of the last day of any Fiscal Quarter and on or prior to fiscal quarter, at any time after such last day until the day that is 10 Business Days days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon date the delivery of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of certificate calculating the Financial Performance Covenant on a Pro Forma Basis at for such fiscal quarter is required to be delivered pursuant to Section 6.04, Holdings or the end Parent Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter the Parent Borrower (any such equity contributioncollectively, a the “Specified Equity ContributionCure Right”); provided that , which cash shall be contributed as common equity to the Parent Borrower (a) such contributed amount, the Borrower “Cure Amount”), such Financial Performance Covenant shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of recalculated by increasing Consolidated Adjusted EBITDA with respect to such fiscal quarter and any Fiscal Quarter unlessfour-quarter period that contains such fiscal quarter, after giving effect solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement by an amount equal to such requested Specified Equity Contributionthe Cure Amount; provided, that, (xi) in each four-fiscal quarter period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters two fiscal quarters in which a Specified Equity Contribution has been madethe Cure Right is exercised, (bii) no more than four Cure Rights will be exercised in the amount aggregate during the term of any Specified Equity Contribution and this Agreement, (iii) for purposes of this Section 8.02, the use of proceeds therefrom will Cure Amount that is given effect shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and (iv) for the avoidance of doubt, in recalculating the Financial Performance Covenant by increasing Consolidated EBITDA as set forth above, there shall be no pro forma effect given to cause any reduction of Indebtedness with the Senior Secured Net Leverage Ratio on a Pro Forma Basis Cure Amount in such recalculation of the Financial Performance Covenant. If, after giving effect to the adjustments in this paragraph, the Borrowers shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrowers shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraphAgreement. (it being understood that, following a breach of the term “Relevant Four Fiscal Quarter Period” meansFinancial Performance Covenant, unless and until compliance with respect the Financial Performance Covenant is so cured, none of the Administrative Agent nor any Lender shall be required to advance any Loans to any requested Specified Equity ContributionBorrower or issue or extend any Letter of Credit, unless consented to by the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionRequired Lenders).

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant an Event of Default has occurredoccurred under any financial covenant set forth in Section 6.08(a) or Section 6.08(b), any proceeds of cash equity contribution contributions (in the form of cash common equity or other equity having terms reasonably acceptable to the Administrative Agent) made to or cash proceeds of Subordinated Indebtedness received by the Borrower from the Sponsor, in each case, after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days ten (10) days after the day on which financial statements are required to be delivered for that Fiscal Quarter (such date being hereinafter referred to as the “Subject Date”) will, upon at the delivery of a written request by of the Borrower (such request to be made at the Administrative Agenttime of the Borrower’s receipt of such proceeds), be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating determining compliance with the Financial Performance Covenant on a Pro Forma Basis financial covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contributioncontribution or Subordinated Indebtedness, a “Specified Equity Contribution”); 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 with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been mademade (it being understood that this clause (a) shall not apply until the fourth full Fiscal Quarter tested pursuant to the financial covenants set forth in Section 6.08), and (yb) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madeContributions will be made in the aggregate prior to the latest Scheduled Maturity Date, (bc) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than in any Fiscal Quarter shall not exceed the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis Borrower to be in compliance with Section 6.10 and the financial covenants, (cd) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Loan Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin levels or carve-outs and other items governed by reference to Consolidated Adjusted EBITDA). To , and for purposes of Restricted Junior Payment allowances) and (e) to the extent that the proceeds of the any Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Interest Coverage Ratio or the First Lien Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the applicable Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” meansshall mean, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity 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, Collateral Agent nor any Lender shall exercise any rights or remedies pursuant to Article VII or any other provision 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 the Loan Documents while any Default or Event of Default has occurred and is then continuing, and (ii) if, after giving effect to the foregoing recalculations, the requirements of Section 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 Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of Section 6.08(a) and/or Section 6.08(b) that had occurred (and any resultant Default or Event of Default) shall be deemed retroactively not to have occurred for the purposes of this Agreement (including for purposes of Section 4.02).

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.18.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the Borrower fails (or, but for the operation of cash common equity or other equity reasonably acceptable this Section 8.02, would fail) to comply with the requirements of the Financial Performance Covenant, until the expiration of the 10th Business Day subsequent to the Administrative Agent) made to date the Borrower after the last day of any Fiscal Quarter and on or prior to the day that certificate calculating such Financial Performance Covenant is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(d) (the “Cure Period”), Holdings and the Borrowerany First Tier Covenant Party shall have the right to issue Permitted Cure Securities for that Fiscal Quarter willcash or otherwise receive cash contributions and, in the case of Holdings, to contribute any such cash to the capital of the Borrowera First Tier Covenant Party (collectively, the “Cure Right”), and upon the delivery of a written request receipt by the Borrower Borrowersuch First Tier Covenant Party of the net cash proceeds thereof (to the Administrative Agentextent received prior to the expiration of the Cure Period) (the “Cure Amount”) pursuant to the exercise by Holdings or the Borrowersuch First Tier Covenant Party of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes purpose of calculating measuring the Financial Performance Covenant on a Pro Forma Basis at and not for any other purpose under this Agreement, by an amount equal to the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”)Cure Amount; provided that (ai) 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 Borrower Cure Right shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no exercised more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madetimes, (biii) for purposes of this Section 8.02, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant for the applicable period, (iv) the Cure Amount may not be applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was or is (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose and (v) the Cure Right shall not be exercised in consecutive quarters. The Borrower shall promptly notify the Administrative Agent of any exercise of a Cure Right and the details thereof. If, after giving effect to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to adjustments in this Section 8.02, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, inSECTION 7.02 the event that the Borrower and its Restricted Subsidiaries fail to comply with the requirements of the Financial Performance Covenant as of the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 15th Business Day following the date on which the financial statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, Holdings or any Parent Entity shall have the right to issue Equity Interests for purposes cash or otherwise receive cash contributions to the capital of determining whether a Financial Covenant Default has occurred, Holdings or any equity contribution (in the form of Parent Entity as cash common equity or other equity reasonably acceptable to Equity Interests (which Holdings or such Parent Entity shall contribute through its Subsidiaries of which the Administrative Agent) made Borrower is a Subsidiary to the Borrower after as cash common equity) (collectively, the last day of any Fiscal Quarter “Cure Right”), and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery of a written request receipt by the Borrower of the Net Proceeds of such issuance that are Not Otherwise Applied (the “Cure Amount”) pursuant to the Administrative Agent, be included as an addition in exercise by the calculation Borrower of Consolidated Adjusted EBITDA solely for the purposes of calculating such Cure Right the Financial Performance Covenant on a Pro Forma Basis at shall be recalculated giving effect to the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that following pro forma adjustment: (a) the Borrower Consolidated EBITDA shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA increased with respect to such applicable fiscal quarter and any Fiscal Quarter unlessfour fiscal quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) if, after giving effect to the foregoing pro forma adjustment (without giving effect to any portion of the Cure Amount on the balance sheet of the Borrower and its Restricted Subsidiaries with respect to such requested Specified Equity Contributionfiscal quarter only but with giving pro forma effect to any portion of the Cure Amount applied to any repayment of any Indebtedness), the Borrower and its Restricted Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement; and (c) Notwithstanding anything herein to the contrary, (xi) there will be a in each four consecutive fiscal quarter period of the Borrower there shall be at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been madethe Cure Right is not exercised, and (yii) there have been no during the term of this Agreement, the Cure Right shall not be exercised more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madetimes, (biii) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin complying with the Financial Performance Covenant and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness any amounts in excess thereof shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on be a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (Cure Amount and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.-143-

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the Borrower fails (or, but for the operation of cash common equity or other equity reasonably acceptable this Section 7.03, would fail) to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the Administrative Agent) made to date the Borrower after the last day of any Fiscal Quarter and on or prior to the day that certificate calculating such Financial Performance Covenant is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c), any Parent Entity and/or the Borrower shall have the right to issue Permitted Cure Securities for that Fiscal Quarter willcash or otherwise receive cash contributions to the capital of any Parent Entity and/or the Borrower (and, with respect to any Parent Entity, in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), and upon the delivery of a written request receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the Administrative Agentexercise by any Parent Entity and/or the Borrower of such Cure Right, such Financial Performance Covenant shall be included as an addition in the calculation of recalculated giving effect to a pro forma adjustment by which Consolidated Adjusted EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purposes purpose of calculating measuring the Financial Performance Covenant on a Pro Forma Basis at Covenants and not for any other purpose under this Agreement, by an amount equal to the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”)Cure Amount; provided that (ai) the Borrower in each eight-fiscal-quarter period there shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters fiscal quarters in which a Specified Equity Contribution has been madethe Cure Right is exercised, (bii) the amount Cure Right may not be exercised in any fiscal quarter that immediately follows two consecutive fiscal quarters in which the Cure Right was exercised, (iii) for purposes of any Specified Equity Contribution and this Section 7.03, the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause for purposes of complying with the Financial Performance Covenants and (iv) for the avoidance of doubt, in connection with the recalculation of the Senior Secured Net Leverage Ratio on a Pro Forma Basis as of the end of such applicable quarter, the cash received in connection with the exercise of the Cure Right after the end of such fiscal quarter shall not be included in the determination of the Total First Lien Senior Secured Net Debt used in such recalculation. If, after giving effect to the adjustments in this paragraph, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenants, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been repaid no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything In the event that the Co-Borrowers fail to comply with the financial covenants set forth above by an amount not exceeding forty percent (40%) of the then-required applicable covenant level for any calendar month, until the expiration of the fifth (5th) Business Day subsequent to the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day date on which monthly financial statements are required to be delivered for that Fiscal Quarter willpursuant to Section 7.01 (the “Cure Period”), the Co-Borrowers shall be permitted to cure such failure to comply by way of receiving Cure Contributions, and upon the delivery of a written request by date on which the Borrower Cure Period expires, such covenants shall be recalculated giving effect to the Administrative AgentCure Contributions. Solely for the purpose of curing a financial covenant pursuant to a Cure Contribution, any such Cure Contributions shall be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unlessmost recently ended month. If, after giving effect to the foregoing recalculations, Co-Borrowers shall then be in compliance with the requirements of such requested Specified Equity Contributioncovenants, Co-Borrowers shall be deemed to have satisfied the requirements of 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 or default of any such covenant that had occurred shall be deemed cured for the purposes of this Agreement and the 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 cure is sought. Notwithstanding anything to the contrary contained this Agreement, from the date of receipt of such notice until the date on which the Cure 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 continuing under Section 7.09 (xa) or (b). The Cure Contributions, in the aggregate, must be received no later than the end of the applicable Cure Period. In any rolling twelve month period, there will shall be a period of at least no more than two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been madeCure Contributions submitted under this Section 7.09(c) permitted, and (y) there have been no more than five three (53) Fiscal Quarters in which a Specified Equity Contribution has been made, (bCure Contributions submitted under this Section 7.09(c) shall be permitted during the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes term of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything If (i) any Material Title Defect shall first arise or occur after Purchaser notifies Seller of its Title Objections pursuant to the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter 5.3.1 and on or prior to the day that is 10 Business Days Closing, or (ii) a Material Environmental Issue shall first arise or occur after the day on which financial statements are required expiration of the Investigation Period and prior to be delivered for that Fiscal Quarter willthe Closing, upon the delivery or (iii) a material breach by Seller of a written request by the Borrower representation or warranty shall occur prior to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter Closing (any such equity contribution, each a “Specified Equity ContributionNew Objection”); provided that (a) the Borrower shall not be permitted , Seller may elect, by written notice to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least Purchaser given no later than two (2) Fiscal Quarters business days after receipt of Purchaser’s written notice, to cure such New Objection (and in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which case of a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Material Title Defect such cure may be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis effected by causing it to be in compliance with Section 6.10 removed, insured over or bonded by the Title Company (without additional cost to Purchaser or where Seller pays such cost for Purchaser) provided the same is acceptable to Purchaser’s lender and otherwise reasonably acceptable to Purchaser) and Seller may adjourn the Closing for up to seven (c7) all Specified Equity Contributions and days to do so. Seller’s failure to notify Purchaser within such two (2) business day period shall be deemed an election by Seller not to cure the use of proceeds therefrom will be disregarded for all other purposes under New Objection. If Seller fails to cure the Credit Documents New Objection within such seven (including calculating Cumulative Credit7) day period, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be or notifies or is deemed to have been repaid for purposes notified Purchaser that Seller shall not cure such New Objection, Purchaser shall have until the fifth (5th) day after the expiration of calculating such seven (7) day period, or two (2) business day period, as applicable: (i) to terminate this Agreement and the Senior Secured Net Leverage Ratio Deposit shall be disbursed under Section 9.3 and Section 9.4, or (ii) to waive such New Objection and proceed to Closing without any abatement or reduction in the Purchase Price on a Pro Forma Basis set forth account of such New Objection. Nothing contained in this Section 6.10 13.6 shall require Seller to cure any New Objection or to incur any liability or expense to do so, except for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionMandatory Cure Items.

Right to Cure. SECTION 8.05 Notwithstanding anything to the contrary contained in Sections 8.01 or 8.02, if the(a) Borrower determines that an Event of Default under the covenant set forth in Section 8.17.11 has occurred or may occur, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in during the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower period commencing after the beginning of the last day of any Fiscal Quarter fiscal quarter included in such Test Period and on or prior to the day that is 10 ending ten (10) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter willhereunder with respect to such fiscal quarter, upon the delivery of Investors may make a written request by the Borrower Specified Equity Contribution to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter Holdings (any such equity contribution, a “Specified Designated Equity Contribution”); provided that (a) , and the Borrower amount of the net cash proceeds thereof shall not be permitted deemed to so request that a Specified Equity Contribution be included as an addition in the calculation of increase Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, such applicable quarter; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Borrower) during the period commencing after giving effect the beginning of the last fiscal quarter included in such Test Period by the Borrower and ending ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such requested Specified Equity Contribution, fiscal quarter hereunder and (xii) there will are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) may not be a 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 amount of the Consolidated EBITDA for the purpose of Section 7.11. (i) In each period of four consecutive fiscal quarters, there shall be at least two (2fiscal(b) Fiscal Quarters in the Relevant Four Fiscal Quarter Period quarters in which no Specified Designated Equity Contribution has been is made, and (yii) there have been no more than five (5) Fiscal Quarters Designated Equity Contributions may be made in which a Specified Equity Contribution has been madethe aggregate during the term of this Agreement, (biii) the amount of any Specified Designated Equity Contribution and the use of proceeds therefrom will shall be no greater more than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis Borrower to be in Pro Forma Compliance with Section 7.11 for any applicable period and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of any Designated Equity Contribution for determining compliance with Section 6.10 and (c) all Specified 7.11 for the fiscal quarter with respect to which such Designated Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference Contribution was made; provided that to Consolidated Adjusted EBITDA). To the extent that the such proceeds of the Specified Equity Contribution are used actually applied to repay prepay Indebtedness, such Indebtedness shall not reduction may be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth credited in Section 6.10 for the Relevant Four Fiscal Quarter Periodany subsequent fiscal quarter. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.-187- ARTICLE IX Administrative

Right to Cure. Notwithstanding anything to In the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower after and its Subsidiaries fail to comply with Section 6.12(c) as of the last day of any Fiscal Quarter and on or prior to fiscal quarter during the day that term hereof, then FSEP may, until the date which is 10 Business Days ten (10) days after the day date on which financial statements are a Portfolio Valuation Certificate is required to be delivered for that Fiscal Quarter willsuch fiscal quarter pursuant to Section 5.01 or such later date agreed to by the Required Lenders in their sole discretion (such date the “Cure Deadline”), upon make to the delivery Borrower either (i) a Cash equity contribution or (ii) an equity contribution consisting of a written request additional Eligible Portfolio Investments (the amount or Value of any such contribution under clause (i) or clause (ii) above being, the “Cure Amount”), which shall be either (x) immediately used by the Borrower to repay the Loans and/or (y) retained by the Borrower from and after such contribution in accordance with the terms hereof (the right to make any such contribution, the “Cure Right”); provided, that (A) any Cure Amount shall be received by the Borrower no later than the Cure Deadline with respect to the applicable fiscal quarter, (B) in the case of a repayment of the Loans, all Cure Amounts shall be immediately remitted to the Administrative AgentAgent and applied by the Administrative Agent to repay the Loans in accordance with the terms hereof, be included as an addition and (C) in the calculation case of Consolidated the retention by the Borrower of Cash or additional Eligible Portfolio Investments, such assets shall be subject to the terms hereof in all respects. Upon the exercise of any Cure Right and the Borrower receiving the Cure Amount, the Adjusted EBITDA Asset Coverage Ratio shall be recalculated on a pro forma basis (using the most current Value of each applicable Eligible Portfolio Investment, including, for clarity, any additional Eligible Portfolio Investment constituting a portion of the Cure Amount, then available to the Borrower) solely for the purposes purpose of calculating the Financial Performance Covenant on a Pro Forma Basis at determining compliance therewith as of the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unlessapplicable fiscal quarter. If, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters the recalculation in the Relevant Four Fiscal Quarter Period previous sentence, the Borrower shall then be in which compliance with the minimum Adjusted Asset Coverage Ratio required under Section 6.12(c), then the Borrower shall be deemed to have satisfied the requirements of Section 6.12(c) as of the relevant date of determination with the same effect as though there had been no Specified Equity Contribution has been madefailure to comply therewith at such date, and (ythe applicable breach or default of Section 6.12(c) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount that had occurred shall be cured for all purposes of any Specified Equity Contribution this Agreement and the use other Loan Documents. Notwithstanding anything herein to the contrary and for purposes of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on clarity, a Pro Forma Basis Default or Event of Default resulting solely from a failure to be in compliance with Section 6.10 and (c6.12(c) all Specified Equity Contributions and shall not exist from the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds end of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating applicable fiscal quarter until the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, Cure Deadline with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionfiscal quarter.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower after fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant as of the last day of any Fiscal Quarter and on or prior fiscal quarter, then from the first day of such fiscal quarter until the expiration of the 10th day subsequent to the day that date the certificate calculating such Financial Performance Covenant for such fiscal quarter is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c), any Parent Entity and/or Holdings shall have the right to issue Permitted Cure Securities for that Fiscal Quarter willcash or otherwise receive cash contributions to the capital of any Parent Entity and/or Holdings and, in each case, to contribute any such cash to the capital of the Borrower Table of Contents (collectively, the “Cure Right”), and upon the delivery of a written request receipt by the Borrower of such cash as a contribution to the Administrative Agentcommon equity of the Borrower (the “Cure Amount”) pursuant to the exercise by any Parent Entity and/or Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes purpose of calculating measuring the Financial Performance Covenant on a Pro Forma Basis at and not for any other purpose under this Agreement, by an amount equal to the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contributionCure Amount; provided, a “Specified Equity Contribution”); 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 with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contributionthat, (xi) there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters exercises of the Cure Right in the aggregate and in each four-fiscal-quarter period there shall at least two fiscal quarters in which a Specified Equity Contribution has been madethe Cure Right is not exercised, (bii) for purposes of this Section 7.03, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause for purposes of complying with the Financial Performance Covenant, (iii) there shall be no pro forma reduction in Senior Secured Net Leverage Ratio Debt as a result of any exercise of a Cure Right and (iv) the Cure Amount shall not increase any “basket” set forth herein or constitute the basis for any other exception to any restriction on a Pro Forma Basis making Investments, Restricted Payments or prepayments of Junior Debt. If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1this Article VII, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower fails to comply with the requirements of Section 6.10 as of the 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 date that is 20 days after the last day of any Fiscal Quarter and on or prior to date the day that Pricing Certificate is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c)) to issue Capital Stock (other than Disqualified Stock) for that Fiscal Quarter willcash or otherwise receive cash contributions to its equity for such Capital Stock (the “Cure Amount”), upon and thereupon the delivery of a written request by the Borrower Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the Administrative Agentfollowing pro forma adjustments: (i) EBITDA shall be increased, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the end of such Fiscal Quarter fiscal quarter and any applicable subsequent period periods that includes include such Fiscal Quarter fiscal quarter by an amount equal to the Cure Amount and (any such equity contribution, a “Specified Equity Contribution”); provided that (aii) 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 with respect to any Fiscal Quarter unlessif, after giving effect to the foregoing recalculations, the requirements of Section 6.10 shall be satisfied, then the requirements of Section 6.10 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 requested Specified Equity Contributiondate, and the applicable breach or default of Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement (it being understood and agreed there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.10 for the fiscal quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness)). Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period one fiscal quarter in which no Specified Equity Contribution has been madethe Cure Right is not exercised, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.10 and (z) no Event of Default may arise under Section 6.10 until the earlier of (A) the 20th day after the day on which the relevant Pricing Certificate is required to cause be delivered (unless the Senior Secured Net 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 AMERICAS 109594622 such Pricing Certificate was required to be delivered) evidencing a Consolidated First Lien Leverage Ratio on a Pro Forma Basis that is not in compliance with Section 6.10 when applicable unless and until the Cure Amount is actually received and such Cure Amount causes the Borrower to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution6.10.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.18.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day event of any Fiscal Quarter and on Event of Default under any covenant set forth in Section 6.06 (or any anticipated Event of Default thereunder), from the date which is ten days prior to the day that is 10 Business Days after the day date on which financial statements are required to be delivered for that with respect to the applicable Fiscal Quarter willhereunder and until the expiration of the tenth day after the date on which such financial statements are required to be delivered, upon Lead Borrower may issue Capital Stock (other than Disqualified Stock) to Tumi II and apply the delivery of a written request by the Borrower proceeds thereof either to the Administrative Agent, be included as an addition in the calculation of (i) prepay Term Loans hereunder and/or (ii) increase Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of with respect to such Fiscal Quarter and any subsequent period that includes and/or month, in each case as selected by Lead Borrower at the time such Fiscal Quarter proceeds are so applied (any such equity contribution, a the “Specified Equity ContributionCure Right”); provided that (aA) such proceeds are actually received by Lead Borrower no later than ten days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter hereunder, (B) such proceeds do not exceed the aggregate amount necessary to cure such Event of Default under Section 6.06 for the then applicable four Fiscal Quarter period or applicable month, (C) such proceeds may not be applied to fund Restricted Junior Payments or Investments, (D) notwithstanding whether some or all of such proceeds are used to increase Consolidated Adjusted EBITDA, at least 50% of such proceeds are nevertheless to be applied to prepay Term Loans hereunder in accordance with Sections 2.25 and 2.30, (E) the Borrower shall aggregate proceeds of all Cure Rights exercised during any period of four consecutive Fiscal Quarters may not be permitted exceed $7,000,000 and (F) to so request that the extent the proceeds of a Specified Equity Contribution be included as an addition in the calculation of Cure Right are used to increase Consolidated Adjusted EBITDA with respect to any a Fiscal Quarter unlessQuarter, after giving effect to such requested Specified Equity Contribution, (x) there will proceeds may not be a period of at least two (2) Fiscal Quarters used in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount computation of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four any Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) other than the Fiscal Quarter in respect of which the Cure Right first arose. The parties hereby acknowledge that this Section 8.03(a) may not be relied on for any purposes other than to demonstrate compliance with Section 6.06 for purposes of determining whether a Default or an Event of Default exists and shall not result in any adjustment to any amounts other than the amount of the Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionor Loans referred to in the immediately preceding sentence.

Right to Cure. Notwithstanding anything If (i) any Material Title Defect shall first arise or occur after Purchaser notifies Seller of its Title Objections pursuant to the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter 5.3.1 and on or prior to the day that is 10 Business Days Closing, or (ii) a Material Environmental Issue shall first arise or occur after the day on which financial statements are required expiration of the Investigation Period and prior to be delivered for that Fiscal Quarter willthe Closing, upon the delivery or (iii) a material breach by Seller of a written request by the Borrower representation or warranty shall occur prior to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter Closing (any such equity contribution, each a “Specified Equity ContributionNew Objection”); provided that (a) the Borrower shall not be permitted , Seller may elect, by written notice to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least Purchaser given no later than two (2) Fiscal Quarters business days after receipt of Purchaser’s written notice, to cure such New Objection (and in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which case of a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Material Title Defect such cure may be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis effected by causing it to be in compliance with Section 6.10 removed, insured over or bonded by the Title Company (without additional cost to Purchaser or where Seller pays such cost for Purchaser) provided the same is acceptable to Purchaser’s lender and otherwise reasonably acceptable to Purchaser) and Seller may adjourn the Closing for up to seven (c7) all Specified Equity Contributions and days to do so. Seller’s failure to notify Purchaser within such two (2) business day period shall be deemed an election by Seller not to cure the use of proceeds therefrom will be disregarded for all other purposes under New Objection. If Seller fails to cure the Credit Documents New Objection within such seven (including calculating Cumulative Credit7) day period, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be or notifies or is deemed to have been repaid for purposes notified Purchaser that Seller shall not cure such New Objection, Purchaser shall have until the fifth (5th) day after the expiration of calculating such seven (7) day period, or two (2) business day period, as applicable: (i) to terminate this Agreement and the Senior Secured Net Leverage Ratio Deposit shall be disbursed under Section 9.3 and Section 9.4, or (ii) to waive such New Objection and proceed to Closing without any abatement or reduction in the Purchase Price on a Pro Forma Basis set forth account of such New Objection. Nothing contained in this Section 6.10 13.6 shall require Seller to cure any New Objection or to incur any liability or expense to do so, except for the Relevant Four Fiscal Quarter PeriodMandatory Cure Items. For purposes Purchaser shall be entitled to exercise its remedies under Section 10.2 if a New Objection is caused by a breach by Seller of its obligations under this paragraph, Agreement and is not cured by the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionoriginal Closing Date.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1this Article VII, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower fails to comply with the requirements of Section 6.07 as of the 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 date that is 20 days after the last day of any Fiscal Quarter and on or prior to date the day that Pricing Certificate is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c)) to issue Equity Interests (other than Disqualified Stock) for cash or otherwise receive cash contributions to its common equity in an amount equal no greater than that Fiscal Quarter will, upon the delivery of a written request by needed to cause the Borrower to be in compliance with the Administrative Agentrequirements of Section 6.07 (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.07 shall be included as an addition in recalculated giving effect to the calculation of Consolidated Adjusted following pro forma adjustments: (i) EBITDA shall be increased, solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at determining compliance with Section 6.07, including determining compliance with Section 6.07 as of the end of such Fiscal Quarter fiscal quarter and any applicable subsequent period periods that includes include such Fiscal Quarter fiscal quarter by an amount equal to the Cure Amount and (any such equity contribution, a “Specified Equity Contribution”); provided that (aii) 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 with respect to any Fiscal Quarter unlessif, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 6.07 shall be satisfied, then the requirements of Section 6.07 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 requested Specified Equity Contributiondate, and the applicable breach or default of Section 6.07 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarter in which no Specified Equity Contribution has been madethe Cure Right is not exercised, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levelscomplying with Section 6.07 and (z) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), Applicable Margin until 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 Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, the Collateral Agents nor any other Lender or Secured Party shall (i) exercise any right to foreclose on or take possession of the Collateral or (ii) exercise and other items governed by reference to Consolidated Adjusted EBITDA). To remedy hereunder or applicable law solely on the extent that the proceeds basis of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes an Event of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Default having occurred and being continuing under Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution6.07.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.18.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the Loan Parties fail (or, but for the operation of cash common equity or other equity reasonably acceptable this Section 8.02, would fail) to comply with the Financial Performance Covenant, until the expiration of the 10th day subsequent to the Administrative Agent) made to date the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which financial statements Required Financial Statements are required to be delivered delivered, Borrower Holdco shall have the right to issue Permitted Cure Securities for that Fiscal Quarter willcash or otherwise receive cash contributions to the capital of Borrower Holdco, and, in each case, to contribute any such cash to the capital of the Lead Borrower (collectively, the “Cure Right”) and, upon the delivery of a written request receipt by the Lead Borrower of such cash (the “Cure Amount”) pursuant to the Administrative Agentexercise by Borrower Holdco of such Cure Right, the Financial Performance Covenant shall be included as an addition in the calculation of recalculated giving effect to a pro forma adjustment by which Consolidated Adjusted EBITDA shall be increased 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 Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount. The resulting increase to Consolidated EBITDA from the application of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial definition for any purpose under this Agreement other than for purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Covenant. In each 12 Fiscal Quarter and any subsequent Month period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower there shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been made, the Cure Right is not exercised and (y) there have been no the Cure Right may not be exercised more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madetimes during the term of this Agreement and, (b) for purposes of this Section 8.02, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant If, after giving effect to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to adjustments in this Section 8.02, the Lead Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirement of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Lead Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid no failure to comply therewith at such date, and the applicable breach of the Financial Performance Covenant but for no other purposes of calculating under this Agreement. The Lead Borrower shall be required to apply the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect Cure Amount to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionprepay outstanding Committed Revolving Loans.

Right to Cure. Notwithstanding anything to If any default, other than a Default on Indebtedness, is curable and if Borrower or Grantor, as the contrary contained in Section 8.1case may be, for purposes of determining whether has not been given a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery notice of a similar default within the preceding twelve (1 2) months, it may be cured (and no Event of Default will have occurred) if Borrower or Grantor, as the case may be, after receiving written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end notice from Lender demanding cure of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that default: (a) cures 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 with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, default within fifteen (x15) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, days; or (b) If the amount cure requires more than fifteen (15) days, Immediately initiates steps which Lender deems in Lender's sole discretxxx xx be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make Loan Advances or disbursements), and, at Lender's option, all sums owing in connection with the Loans, including all principal, Interest, and all other fees, costs and charges, if any, will become Immediately due and payable, all without notice of any Specified Equity Contribution and kind to Borrower, except that in the use case of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use an Event of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds Default of the Specified Equity Contribution are used to repay Indebtednesstype described in the "Insolvency" subsection above, such Indebtedness acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any xxxxxx shall not be deemed exclude pursuit of any other remedy, and an election to have been repaid for purposes make expenditures or to take action to perform an obligation of calculating the Senior Secured Net Leverage Ratio on Borrower or of any Grantor shall not affect Lender's right to decxxxx x default and to exercise its rights and remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes part of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.Agreement:

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.18.01, in the event that the Borrower fails (or, but for purposes the operation of determining whether a this Section 8.02, would fail) to comply with the requirements of the Financial Covenant Default has occurredPerformance Covenant, any equity contribution until the expiration of the tenth Business Day subsequent to the date the Required Financial Statements are required to be delivered pursuant to Section 5.04(1) or (2) for the applicable fiscal quarter, the Borrower shall have the right to issue Permitted Cure Securities for cash (provided that, if such Permitted Cure Securities are not in the form of cash common equity or other equity equity, the terms of such Permitted Cure Securities must be reasonably acceptable to the Administrative Agent) made or otherwise receive cash contributions to the Borrower after capital of the last day of Borrower, and, in each case, to contribute any Fiscal Quarter and on or prior such cash to the day that is 10 Business Days after capital of the day on which financial statements are required to be delivered for that Fiscal Quarter willBorrower (collectively, the “Cure Right”) and, upon the delivery of a written request receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the Administrative Agentexercise by the Borrower of such Cure Right, the Financial Performance Covenant shall be included as an addition in the calculation of recalculated giving effect to a pro forma adjustment by which Consolidated Adjusted EBITDA shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount. 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 on and there shall be no pro forma or other reduction in Indebtedness from the application of a Pro Forma Basis at Cure Amount for purposes of calculating the end of Financial Performance Covenant unless such Fiscal Quarter and any subsequent Cure Amount is actually applied to prepay Indebtedness. In each four fiscal quarter period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower there shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been made, the Cure Right is not exercised and (y) there have been no the Cure Right may not be exercised more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madetimes during the term of this Agreement and, (b) for purposes of this Section 8.02, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant. If, after giving effect to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to adjustments in this Section 8.02, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant and any related default that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraphAgreement. Notwithstanding the foregoing, after the occurrence of an Event of Default under the Financial Performance Covenant, the term “Relevant Four Fiscal Quarter Period” means, with respect Borrower shall not be able to request the making of any requested Specified Equity Contribution, Loan or the four Fiscal Quarter period ending on (and including) issuance or renewal of any Letter of Credit until receipt by the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result Borrower of such Specified Equity Contribution.the Cure Amount. ARTICLE IX

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative AgentAgentRequisite Lenders) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery of a written request notice by the Borrower to the Administrative AgentAgent (such notice, the “Cure Notice”), be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant Covenants on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madeContributions made hereunder, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured First Lien Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and the Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.11 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes of calculating Consolidated Adjusted EBITDA under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of (i) calculating the Senior Secured First Lien Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period, (ii) calculating the Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.11 for the Relevant Four Fiscal Quarter Period or (iii) determining compliance with the Financial Performance Covenants. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant an Event of Default has occurredoccurred under any financial covenant set forth in Section 6.08(a) or Section 6.08(b), any proceeds of cash equity contribution contributions (in the form of cash common equity or other equity having terms reasonably acceptable to the Administrative Agent) made to or cash proceeds of Subordinated Indebtedness received by the Borrower from the Sponsor, in each case, after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days ten (10) days after the day on which financial statements are required to be delivered for that Fiscal Quarter (such date being hereinafter referred to as the “Subject Date”) will, upon at the delivery of a written request by of the Borrower (such request to be made at the Administrative Agenttime of the Borrower’s receipt of such proceeds), be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating determining compliance with the Financial Performance Covenant on a Pro Forma Basis financial covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contributioncontribution or Subordinated Indebtedness, a “Specified Equity Contribution”); 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 with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been mademade (it being understood that this clause (a) shall not apply until the fourth full Fiscal Quarter tested pursuant to the financial covenants set forth in Section 6.08), and (yb) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madeContributions will be made in the aggregate prior to the Scheduled Maturity Date, (bc) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than in any Fiscal Quarter shall not exceed the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis Borrower to be in compliance with Section 6.10 and the financial covenants, (cd) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Loan Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin levels or carve-outs and other items governed by reference to Consolidated Adjusted EBITDA). To , and for purposes of Restricted Junior Payment allowances) and (e) to the extent that the proceeds of the any Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Interest Coverage Ratio or the First Lien Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the applicable Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” meansshall 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 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, Collateral Agent nor any Lender shall exercise any rights or remedies pursuant to Article VII or any other provision 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 the Loan Documents while any Default or Event of Default has occurred and is then continuing, and (ii) if, after giving effect to the foregoing recalculations, the requirements of Section 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 Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of Section 6.08(a) and/or Section 6.08(b) that had occurred (and any resultant Default or Event of Default) shall be deemed retroactively not to have occurred for the purposes of this Agreement (including for purposes of Section 4.02).

Right to Cure. Notwithstanding anything The Consenting Party agrees that in the event of a default by the Partnership in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Consenting Party to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter a "DEFAULT"), the Consenting Party will continue to perform its obligations under the Assigned Agreement and will not exercise any such right or remedy until it first gives prompt written notice of such default to the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in Collateral Agent and affords the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery of a written request by the Borrower to the Administrative Collateral Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for Collateral Agent's designee and the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be Senior Parties a period of at least two sixty (260) Fiscal Quarters days (or if such default is a non-monetary default, such longer period not to exceed one hundred eighty (180) days as is required so long as any such party has commenced and is diligently pursuing appropriate action to cure such default) from receipt of such notice to cure such default; provided, however, that if any such party is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the Partnership, then the time periods specified in this Section 1.3 for curing a default shall be extended for the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount period of any Specified Equity Contribution such prohibition. The Collateral Agent and the use Senior Parties shall have no right to require the Consenting Party to enter into a new agreement under Section 1.4 below or cure a default under the Assigned Agreement pursuant to this Section 1.3 if the Assigned Agreement was terminated by the Consenting Party pursuant to the termination option contained in Section 16(a) of proceeds therefrom will be no greater than the amount required to cause Assigned Agreement, but the Collateral Agent and the Senior Secured Net Leverage Ratio on Parties shall have the right to require Consenting Party to enter into a Pro Forma Basis new agreement under Section 1.4 below and to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes cure any default and/or Triggering Event under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed Assigned Agreement pursuant to this Section 1.3 if the Assigned Agreement was terminated by reference the Consenting Party pursuant to Consolidated Adjusted EBITDA). To the extent that the proceeds termination option contained in Section 16(b) of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAssigned Agreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower after fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the last day of any Fiscal Quarter and on or prior the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the day that date the certificate calculating such Financial Covenant is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c), the Borrower shall have the right to issue Permitted Cure Securities for that Fiscal Quarter willcash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), and upon the delivery of a written request receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the Administrative Agentexercise of the Cure Right, the Financial Covenant shall be included as an addition in the calculation of Consolidated Adjusted recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purposes purpose of calculating measuring the Financial Performance Covenant on a Pro Forma Basis at and not for any other purpose under this Agreement, by an amount equal to the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”)Cure Amount; provided that (ai) the Borrower 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 permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no exercised more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madetimes during the term of the Revolving Facility, (biii) for purposes of this Section 7.03, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) and (v) no Lender shall be required to cause make any extension of credit during the Senior Secured Net Leverage Ratio on a Pro Forma Basis 10 Business Day period referred to above if Borrower has not received the proceeds of such Cure Amount. If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Covenant, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Covenant that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything to In the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event the Borrower fails to comply with the requirements of Section 9.01(a) or (b), beginning on the first date after the last day of any Fiscal Quarter the fiscal quarter for which the financial covenants in Section 9.01(a) and (b) are being tested, until the expiration of the tenth Business Day subsequent to the date the compliance certificate for calculating the Consolidated Total Leverage Ratio and the Current Ratio is required to be delivered pursuant to Section 8.01(c) (the “Cure Period”), the Borrower shall be permitted to cure such failure to comply by requesting that the Consolidated Total Leverage Ratio and/or the Current Ratio be recalculated by increasing EBITDAX, Annualized EBITDAX for such Rolling Period or Current Assets as of such last day of such fiscal quarter, as the case may be, by an amount up to the proceeds received by the Borrower from a Specified Equity Contribution during a Cure Period (such amount, a “Cure Amount”); provided that (i) the Borrower delivers written notice to the Administrative Agent on or prior to the date of a timely delivered certificate required by Section 8.01(c) that it has elected to cure the failure to comply and clearly setting forth such Specified Equity Contribution in the computation required by Section 8.01(c)(ii); (ii) the amount of the Cure Amount added to EBITDAX, Annualized EBITDAX, or Current Assets as applicable, shall not be greater than the amount required to cause the Borrower to be in compliance with Section 9.01(a) or (b) and shall be without duplication of any other Cure Amount during the same Cure Period (it being understood that, for the avoidance of doubt, different Cure Amounts would be required to cure the two (2) separate financial covenants during the same Cure Period); (iii) any such increase pursuant to this Section 9.01(c) to EBITDAX, Annualized EBITDAX, or Current Assets, as applicable, in or as of the end of any fiscal quarter shall be applied solely for the purpose of determining compliance or non-compliance with Section 9.01(a) or (b) as of the last day of any Rolling Period that is 10 Business Days after includes such fiscal quarter or as of the last day on which of such fiscal quarter and not for any other purpose under any Loan Document (including any determination of pro forma compliance with the Consolidated Total Leverage Ratio for the purposes of incurring any Specified Additional Debt or making any Restricted Payment or any other purpose (even if the proceeds of any Specified Equity Contribution are actually used to reduce Debt or Current Liabilities)); (iv) the Borrower may not cure any Consolidated Total Leverage Ratio or Current Ratio default by an equity cure more than (A) two (2) times during any period of four (4) consecutive fiscal quarters or (B) five (5) times prior to the Maturity Date (provided that, if the Borrower exercises its cure right prior to the date financial statements are required to be delivered for that Fiscal Quarter willa relevant fiscal quarter solely with respect to an anticipated Consolidated Total Leverage Ratio or Current Ratio default and the Cure Amount associated therewith is insufficient to cure a Consolidated Total Leverage Ratio or Current Ratio default with respect to such quarter, upon the delivery any subsequent exercise of a written request by the Borrower cure right prior to the Administrative Agent, be included expiration of the applicable Cure Period to “top-up” such Cure Amount shall not count as an addition additional exercise of the cure right). Such increase in the calculation Borrower’s EBITDAX or Annualized EBITDAX, as applicable, shall be taken into account in calculating the Consolidated Total Leverage Ratio for the purpose of Consolidated Adjusted EBITDA solely determining compliance or noncompliance with Section 9.01(a) of the last day of any Rolling Period that includes the last fiscal quarter of the four (4) quarter period with respect to which such cure right was exercised; provided that, for the purposes of calculating Annualized EBITDAX, any Cure Amount shall be taken into account after multiplying EBITDAX by the Financial Performance Covenant on applicable factor pursuant to the definition of Annualized EBITDAX, if any, and shall be disregarded for purposes of annualizing EBITDAX; (v) any cure of more than one of the Consolidated Total Leverage Ratio default and Current Ratio default in one fiscal quarter shall count as a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “single Specified Equity Contribution”); provided that and (avi) no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the Cure Period, until the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in has received the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, Cure Amount. If after giving effect to such requested Specified Equity Contributionthe foregoing recalculations, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to Borrower would then be in compliance with Section 6.10 and 9.01(a) or (cb), the Borrower shall be deemed to have satisfied the requirements of Section 9.01(a) all Specified Equity Contributions or (b) 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 use applicable breach or default of proceeds therefrom will any such covenant that had occurred shall be disregarded deemed cured for all the purpose of this Agreement and the other purposes Loan Documents. Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 10.02, the other Loan Documents or applicable law prior to the end of the applicable Cure Period solely on the basis of an Event of Default having occurred and continuing under the Credit Documents Section 9.01(a) or (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference b) (except to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used Borrower has confirmed in writing that it does not intend to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on provide a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution).

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1this Article VII, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower fails to comply with the requirements of Section 6.07 as of the 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 date that is 20 days after the last day of any Fiscal Quarter and on or prior to date the day that Pricing Certificate is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c)) to issue Equity Interests (other than Disqualified Stock) for cash or otherwise receive cash contributions to its common equity in an amount equal no greater than that Fiscal Quarter will, upon the delivery of a written request by needed to cause the Borrower to be in compliance with the Administrative Agentrequirements of Section 6.07 (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.07 shall be included as an addition in recalculated giving effect to the calculation of Consolidated Adjusted following pro forma adjustments: (i) EBITDA shall be increased, solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at determining compliance with Section 6.07, including determining compliance with Section 6.07 as of the end of such Fiscal Quarter fiscal quarter and any applicable subsequent period periods that includes include such Fiscal Quarter fiscal quarter by an amount equal to the Cure Amount and (any such equity contribution, a “Specified Equity Contribution”); provided that (aii) 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 with respect to any Fiscal Quarter unlessif, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 6.07 shall be satisfied, then the requirements of Section 6.07 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 requested Specified Equity Contributiondate, and the applicable breach or default of Section 6.07 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarter in which no Specified Equity Contribution has been madethe Cure Right is not exercised, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levelscomplying with Section 6.07 and (z) upon the Administrative Agent’s receipt of a notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To until the extent that the proceeds 20th day following date of delivery of the Specified Equity Contribution are used Pricing Certificate under Section 5.04(c) to repay Indebtednesswhich such Notice of Intent to Cure relates, such Indebtedness none of the Administrative Agent nor any Lender shall not be deemed exercise the right to have been repaid for purposes accelerate the Loans or terminate the Commitments and none of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraphAdministrative Agent, the term “Relevant Four Fiscal Quarter Period” means, with respect to Collateral Agents nor any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.other Lender or Secured Party shall

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.18.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the Loan Parties fail (or, but for the operation of cash common equity or other equity reasonably acceptable this Section 8.02, would fail) to comply with the Financial Performance Covenant, until the expiration of the 10th Business Day subsequent to the Administrative Agent) made to date the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which financial statements Required Financial Statements are required to be delivered delivered, Borrower Holdco shall have the right to issue Qualified Equity Interests for that Fiscal Quarter willcash or otherwise receive cash contributions to the capital of Borrower Holdco, and, in each case, to contribute any such cash to the capital of the Lead Borrower (collectively, the “Cure Right”) and, upon the delivery of a written request receipt by the Lead Borrower of such cash (the “Cure Amount”) pursuant to the Administrative Agentexercise by Borrower Holdco of such Cure Right, the Financial Performance Covenant shall be included as an addition in the calculation of recalculated giving effect to a pro forma adjustment by which Consolidated Adjusted EBITDA shall be increased 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 Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount. The resulting increase to Consolidated EBITDA from the application of a Cure Amount shall not result in any adjustment to Consolidated EBITDA or any other financial definition for any purpose under this Agreement other than for purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Covenant. In each 12 Fiscal Quarter and any subsequent Month period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower there shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been made, the Cure Right is not exercised and (y) there have been no the Cure Right may not be exercised more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madetimes during the term of this Agreement and, (b) for purposes of this Section 8.02, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant If, after giving effect to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to adjustments in this Section 8.02, the Lead Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirement of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Lead Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid no failure to comply therewith at such date, and the applicable breach of the Financial Performance Covenant but for no other purposes of calculating under this Agreement. The Lead Borrower shall be required to apply the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect Cure Amount to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionprepay outstanding Committed Revolving Loans.

Right to Cure. (a) Notwithstanding anything to the contrary contained in Sections 8.01 or 8.02, if the Lead Borrower determines that an Event of Default under the covenant set forth in Section 8.17.09 has occurred or may occur, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in during the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower period commencing after the beginning of the last day of any Fiscal Quarter fiscal quarter included in such Test Period and on or prior to the day that is 10 ending ten (10) Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter willhereunder with respect to such fiscal quarter (the “Cure Expiration Date”), upon the delivery of a written request by the Borrower Specified Equity Contribution may be made to Holdings and contributed to the Administrative Agent, be included Lead Borrower as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter common equity (any such equity contribution, a “Specified Designated Equity Contribution”); provided that (a) , and the Borrower amount of the net cash proceeds thereof shall not be permitted deemed to so request that a Specified Equity Contribution be included as an addition in the calculation of increase Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, such applicable quarter for such Test Period and applicable subsequent Test Periods which include such fiscal quarter; provided that such net cash proceeds (i) are actually received by the Lead Borrower as cash common equity (including through capital contribution of such net cash proceeds to the Lead Borrower) during the period commencing after giving effect to the beginning of the last fiscal quarter included in such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in Test Period by the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, Lead Borrower and ending on the Cure Expiration Date and (yii) there have been no more than five (5are Not Otherwise Applied. The parties hereby acknowledge that this Section 8.05(a) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall may not be deemed to have been repaid relied on for purposes of calculating any financial ratios other than as applicable to Section 7.09 and shall not result in any adjustment to any baskets or other amounts other than the Senior Secured Net Leverage Ratio on a Pro Forma Basis amount of the Consolidated EBITDA for the purpose of Section 7.09. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon designation of the Designated Equity Contribution by the Lead Borrower in an amount necessary to cure any Event of Default under the covenant set forth in Section 6.10 7.09, such 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 with such covenant and any Event of Default under such covenant (and any other Default as a result thereof) will be deemed not to have occurred for the Relevant Four Fiscal Quarter Period. For purposes of the Loan Documents, and (B) from and after the date that the Lead Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this paragraph, Section 8.05 (a “Notice of Intent to Cure”) neither the term “Relevant Four Fiscal Quarter Period” means, Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the covenant set forth in Section 7.09 with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on quarter for which a Notice of Intent to Cure has been provided (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased any other Default as a result of such Specified Equity Contributionthereof).

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower after fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant as of the last day of any Fiscal Quarter and on or prior fiscal quarter, then from the first day of such fiscal quarter until the expiration of the 10th day subsequent to the day that date the certificate calculating such Financial Performance Covenant for such fiscal quarter is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c), any Parent Entity and/or Holdings shall have the right to issue Permitted Cure Securities for that Fiscal Quarter willcash or otherwise receive cash contributions to the capital of any Parent Entity and/or Holdings and, in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), and upon the delivery of a written request receipt by the Borrower of such cash as a contribution to the Administrative Agentcommon equity of the Borrower (the “Cure Amount”) pursuant to the exercise by any Parent Entity and/or Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes purpose of calculating measuring the Financial Performance Covenant on a Pro Forma Basis at and not for any other purpose under this Agreement, by an amount equal to the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contributionCure Amount; provided, a “Specified Equity Contribution”); 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 with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contributionthat, (xi) there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters exercises of the Cure Right in the aggregate and in each four-fiscal-quarter period there shall at least two fiscal quarters in which a Specified Equity Contribution has been madethe Cure Right is not exercised, (bii) for purposes of this Section 7.03, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause for purposes of complying with the Financial Performance Covenant, (iii) there shall be no pro forma reduction in Senior Secured Net Leverage Ratio Debt as a result of any exercise of a Cure Right and (iv) the Cure Amount shall not increase any “basket” set forth herein or constitute the basis for any other exception to any restriction on a Pro Forma Basis making Investments, Restricted Payments or prepayments of Junior Debt. If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, in the event that the Borrower Parties fail (or, but for purposes the operation of determining whether a this Section 7.02, would fail) to comply with the requirements of the Financial Performance Covenant, until the expiration of the tenth day subsequent to the date (i) the Required Financial Statements are required to be delivered pursuant to Section 5.04(a) or (b) and (ii) the Financial Performance Covenant Default has occurredis required to be tested (the “Cure Expiration Date”), any equity contribution (in Parent Entity shall have the form of right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the common equity (or such other equity reasonably acceptable satisfactory to the Administrative Agent) made capital of such Parent Entity, and, in each case, to contribute any such cash to the capital of the Borrower after (collectively, the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will“Cure Right”) and, upon the delivery of a written request receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the Administrative Agentexercise by such Parent Entity of such Cure Right, the Financial Performance Covenant shall be included as an addition in the calculation of recalculated giving effect to a pro forma adjustment by which Consolidated Adjusted EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount. 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 on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent Covenant. In each four fiscal quarter period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower there shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been made, the Cure Right is not exercised and (y) there have been no the Cure Right may not be exercised more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been madetimes during the term of this Agreement. For purposes of this Section 7.02, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and no effect shall be given to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis Cure Amount (including any prepayment of Indebtedness with the Cure Amount) other than the recalculation of Consolidated EBITDA pursuant to this Section 7.02. If, after giving effect to the adjustments in this Section 7.02, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant and any related default that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.19.1(c), for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the Borrowers fail to comply with either of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to Financial Covenants, until the Borrower expiration of the tenth day after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery of a written request by the Borrower pursuant to Section 7.1 with respect to the Administrative Agentfiscal quarter ending on the last day of the twelve-month period in respect of which such Financial Covenant is being measured (the “Test Period”), if Zayo receives a Specified Equity Contribution, Zayo may apply the amount of the net proceeds of such Specified Equity Contribution to increase its Annualized EBITDA with respect to such applicable fiscal quarter (the “Cure Right”) and the Financial Covenants shall be included as recalculated, giving effect to a pro forma increase in Zayo’s Annualized EBITDA for such Test Period in an addition in the calculation of Consolidated Adjusted amount equal to such net cash proceeds; provided that such pro forma adjustment to Zayo’s Annualized EBITDA shall be given solely for the purposes purpose of calculating determining the existence of a Default or an Event of Default under the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and Covenants with respect to any subsequent period Test Period that includes the fiscal quarter for which such Fiscal Quarter Cure Right was exercised and not for any other purpose under any Loan Document. If, after the exercise of the Cure Right and the recalculations pursuant to subsection (any a) above, the Borrowers shall then be in compliance Financial Covenants during such equity contributionTest Period, a “Specified Equity Contribution”)the Borrower shall be deemed to have satisfied the requirements of 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 Default or Event of Default under Section 9.1(c) that had occurred shall be deemed cured; provided that (ai) in each four-fiscal quarter period, there shall be at least two fiscal quarters in which the Borrower Cure Right is not exercised, (ii) there shall not be permitted to so request that a no more than four Specified Equity Contribution be included as an addition in Contributions during the calculation term of Consolidated Adjusted EBITDA this Agreement, (iii) with respect to any Fiscal Quarter unlessexercise of the Cure Right, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will shall be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis Borrowers to be in compliance with Section 6.10 the Financial Covenants and (civ) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that Available Amount or the proceeds availability of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, any baskets or carve-outs with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter covenants contained in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionArticle 8 hereof.

Right to Cure. Notwithstanding anything In the event that the Borrowers fail to comply with Section 6.04 with respect to any fiscal year of the Borrowers, until the 20th day after the date the Borrowers are required pursuant to Section 6.05 to deliver the Compliance Certificate with respect to such fiscal year, a Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the contrary contained in Section 8.1capital of such Borrower, for purposes and apply the amount of determining whether a Financial Covenant Default has occurredthe proceeds thereof to increase Annual Operating Cash Flow with respect to such fiscal year (the “Cure Right”); provided that, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agenta) made to the such proceeds are actually received by such Borrower no later than 20 days after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day date on which financial statements are required to be delivered with respect to such fiscal year hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Annual Operating Cash Flow) such Event of Default under Section 6.04 for that Fiscal Quarter will, upon the delivery of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter period and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (ac) the Borrower Cure Right shall not be permitted to so request that a Specified Equity Contribution be included as an addition in exercised more than six times during the calculation term of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unlessthe Loan. If, after giving effect to such requested Specified Equity Contributionthe foregoing pro forma adjustment (but not, (x) there will be a period for the avoidance of at least two (2) Fiscal Quarters doubt, giving pro forma effect to any repayment of Indebtedness in connection therewith), the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be Borrowers are in compliance with Section 6.10 and (c) all Specified Equity Contributions and 6.04, the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness Borrowers shall not be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been repaid no failure to comply on such date, and the applicable breach or default of Section 6.04 that had occurred shall be deemed cured for all purposes of this Agreement and any other Loan Document. The parties hereby acknowledge that this Section shall not result in any adjustment to any amounts other than the amount of the Annual Operating Cash Flow referred to in the immediately preceding sentence and shall be disregarded for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 calculation of Annual Operating Cash Flow for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionall other purposes.

Right to Cure. Notwithstanding anything In the event that the Co-Borrowers fail to comply with the financial covenants set forth above by an amount not exceeding forty percent (40%) of the then-required applicable covenant level for any calendar month, until the expiration of the fifth (5th) Business Day subsequent to the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day date on which monthly financial statements are required to be delivered for that Fiscal Quarter willpursuant to Section 7.01 (the “Cure Period”), the Co-Borrowers shall be permitted to cure such failure to comply by way of receiving Cure Contributions, and upon the delivery of a written request by date on which the Borrower Cure Period expires, such covenants shall be recalculated giving effect to the Administrative AgentCure Contributions. Solely for the purpose of curing a financial covenant pursuant to a Cure Contribution, any such Cure Contributions shall be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unlessmost recently ended month. If, after giving effect to the foregoing recalculations, Co-Borrowers shall then be in compliance with the requirements of such requested Specified Equity Contributioncovenants, Co-Borrowers shall be deemed to 4812-0911-1547, v. 7 have satisfied the requirements of 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 or default of any such covenant that had occurred shall be deemed cured for the purposes of this Agreement and the 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 cure is sought. Notwithstanding anything to the contrary contained this Agreement, from the date of receipt of such notice until the date on which the Cure 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 continuing under Section 7.09 (xa) or (b). The Cure Contributions, in the aggregate, must be received no later than the end of the applicable Cure Period. In any rolling twelve month period, there will shall be a period of at least no more than two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been madeCure Contributions submitted under this Section 7.09(d) permitted, and (y) there have been no more than five three (53) Fiscal Quarters in which a Specified Equity Contribution has been made, (bCure Contributions submitted under this Section 7.09(d) shall be permitted during the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes term of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.18.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the Parent Borrower fails (or, but for the operation of cash common equity or other equity reasonably acceptable this Section 8.02, would fail) to comply with the Administrative Agent) made to the Borrower after Financial Performance Covenant, as of the last day of any Fiscal Quarter and on or prior to Quarter, at any time after such last day until the day that is 10 Business Days days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon date the delivery of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of certificate calculating the Financial Performance Covenant on a Pro Forma Basis at for such Fiscal Quarter is required to be delivered pursuant to Section 6.02, Holdings or the end Parent Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Parent Borrower (collectively, the “Cure Right”), which cash shall be contributed as common equity to the Parent Borrower (such contributed amount, the “ Cure Amount”), such Financial Performance Covenant shall be recalculated by increasing Consolidated EBITDA with respect to such Fiscal Quarter and any subsequent four-quarter period that includes contains such Fiscal Quarter Quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement by an amount equal to the Cure Amount; provided, that, (any such equity contribution, a “Specified Equity Contribution”); provided that (ai) 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 with respect to any each four-Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) two Fiscal Quarters in which a Specified Equity Contribution has been madethe Cure Right is exercised, (bii) no more than four Cure Rights will be exercised in the amount aggregate during the term of any Specified Equity Contribution and this Agreement, (iii) for purposes of this Section 8.02, the use of proceeds therefrom will Cure Amount that is given effect shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and (iv) for the avoidance of doubt, in recalculating the Financial Performance Covenant by increasing Consolidated EBITDA as set forth above, there shall be no pro forma effect given to cause any reduction of Indebtedness with the Senior Secured Net Leverage Ratio on a Pro Forma Basis Cure Amount in such recalculation of the Financial Performance Covenant. If, after giving effect to the adjustments in this paragraph, the Borrowers shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrowers shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1this Article VII, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the US Borrower fails to comply with the requirements of cash common equity or other equity reasonably acceptable to Section 6.10 as of the Administrative Agent) made to 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 date that is 20 days after the last day of any Fiscal Quarter and on or prior to date the day that Pricing Certificate is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c)) to issue Equity Interests (other than Disqualified Stock) for that Fiscal Quarter willcash or otherwise receive cash contributions to its common equity (the “Cure Amount”), upon and thereupon the delivery of a written request by the Borrower US Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the Administrative Agentfollowing pro forma adjustments: (i) EBITDA shall be increased, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the end of such Fiscal Quarter fiscal quarter and any applicable subsequent period periods that includes include such Fiscal Quarter fiscal quarter by an amount equal to the Cure Amount and (any such equity contribution, a “Specified Equity Contribution”); provided that (aii) 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 with respect to any Fiscal Quarter unlessif, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 6.10 shall be satisfied, then the requirements of Section 6.10 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 requested Specified Equity Contributiondate, and the applicable breach or default of Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period one fiscal quarter in which no Specified Equity Contribution has been madethe Cure Right is not exercised, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance for purposes of complying with Section 6.10 and (cz) all Specified Equity Contributions and upon the use Administrative Agent’s receipt of proceeds therefrom will be disregarded for all other purposes under a notice from the Credit Documents US Borrower that it intends to exercise the Cure Right (including calculating Cumulative Credita “Notice of Intent to Cure”), Consolidated Adjusted EBITDA for purposes until the 20th day following date of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds delivery of the Specified Equity Contribution are used Pricing Certificate under Section 5.04(c) to repay Indebtednesswhich such Notice of Intent to Cure relates, such Indebtedness none of the Administrative Agent nor any Lender shall not be deemed exercise the right to have been repaid for purposes accelerate the Loans or terminate the Commitments and none of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraphAdministrative Agent, the term “Relevant Four Fiscal Quarter Period” means, with respect Collateral Agents nor any other Lender or Secured Party shall exercise any right to any requested Specified Equity Contribution, foreclose on or take possession of the four Fiscal Quarter period ending Collateral solely on (the basis of an Event of Default having occurred and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionbeing continuing under Section 6.10.

Right to Cure. Notwithstanding anything In the event the Borrower fails to comply with the requirements of Section 9.01(a) and/or Section 9.01(b) during any fiscal quarter, then during the period beginning on the first day after the subject fiscal quarter until the expiration of the tenth Business Day subsequent to the contrary contained date the compliance certificate for calculating the Net Leverage Ratio or Current Ratio, as applicable, is required to be delivered pursuant to Section 8.01(c) (the “Cure Period”), the Borrower shall be permitted to cure such failure to comply by requesting that the Net Leverage Ratio and/or Current Ratio, as applicable, be recalculated by increasing the Borrower’s EBITDAX and/or Consolidated Current Assets, as the case may be, by an amount equal to the proceeds of equity issued by Holdings to one or more of the holders of the Equity Interests in Holdings or by contributions to the equity of Holdings by one or more of the holders of the Equity Interests in Holdings, and in each case the net cash proceeds of which are contributed to the Borrower, during the Cure Period (such net cash proceeds amount so contributed to the Borrower, the “Cure Amount”); provided that (i) the proceeds of the equity cure shall be used to repay the Loans, (ii) the Borrower shall deliver written notice to the Administrative Agent concurrently with delivery of a timely delivered certificate required by Section 8.18.01(c) that it has elected to cure the failure to comply and clearly setting forth such equity contribution in the computation required by clause (ii) of such Section 8.01(c); (iii) the amount of the Cure Amount added to EBITDAX and/or Consolidated Current Assets, as the case may be, shall not be greater than the amount required to cause the Borrower to be in compliance with the Net Leverage Ratio and/or the Current Ratio, as applicable (but the amount of such Cure Amount deemed to apply to the applicable financial covenant shall not exceed the minimum amount necessary to cure such financial covenant breach and that, in demonstrating compliance with each financial covenant, only the minimum amount necessary to cure such financial covenant shall be included in the calculation for such financial covenant); and (iv) the Borrower may not cure any default of the Net Leverage Ratio or Current Ratio by an equity cure more than (A) two (2) times in the aggregate for all such cures during any period of four consecutive fiscal quarters, with the simultaneous cure of both the Net Leverage Ratio and the Current Ratio in a single quarter counting as a single cure for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution this clause (A) or (B) four (4) times in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter and on or aggregate for all such cures prior to the day that is 10 Business Days after Maturity Date with the day on which simultaneous cure of both the Net Leverage Ratio and the Current Ratio in a single quarter counting as one cure for purposes of this clause (B) (provided that, if the Borrower exercises its cure right prior to the date financial statements are required to be delivered for that Fiscal Quarter willa relevant fiscal quarter solely with respect to an anticipated Net Leverage Ratio default or Current Ratio default and the cure amount associated therewith is insufficient to cure a Net Leverage Ratio default or Current Ratio default with respect to such quarter, upon the delivery any subsequent exercise of a written request by the Borrower cure right prior to the Administrative Agent, be included cure deadline to ‘top-up’ such cure amount shall not count as an addition additional exercise of the cure right). The Borrower may apply a Cure Amount to either increase EBITDAX or increase Consolidated Current Assets in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”)same fiscal quarter; provided that (a) to both increase EBITDAX and increase Consolidated Current Assets, separate Cure Amounts must be applied to each increase. With respect to a Cure Amount applied to EBITDAX, the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition resulting increase in the calculation of Consolidated Adjusted EBITDA Borrower’s EBITDAX, shall be taken into account in calculating the Net Leverage Ratio for any Rolling Period that includes any fiscal quarter with respect to any Fiscal Quarter unless, which such cure right was exercised. If after giving effect to such requested Specified Equity Contributionthe foregoing recalculations, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to Borrower would then be in compliance with Section 6.10 and (c9.01(a) all Specified Equity Contributions or Section 9.01(b), as the case may be, the Borrower shall be deemed to have satisfied the requirements of Section 9.01(a) or Section 9.01(b), as applicable, as of the relevant earlier required date of determination with the same effect as though there had been no failure to comply therewith at such date, and the use applicable breach, Default or Event of proceeds therefrom will Default of any such covenant that had occurred shall be disregarded deemed cured for all the purpose of this Agreement and the other purposes Loan Documents. After receiving the notice provided above, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 10.02, the other Loan Documents or applicable law prior to the end of the applicable Cure Period solely on the basis of an Event of Default having occurred and continuing under Section 9.01 (except to the Credit Documents extent that the Borrower has confirmed in writing that it is not going to receive a Cure Amount). The parties hereby acknowledge and agree that (including calculating Cumulative Credit, Consolidated Adjusted EBITDA x) this Section 9.01(c) may not be relied on or used for purposes of determining basket levelspermitted amounts with respect to covenants in this Agreement other than Section 9.01(a) and Section 9.01(b) and (y) that such deemed increase to EBITDAX or Consolidated Current Assets, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness in any fiscal quarter shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 applied solely for the Relevant Four Fiscal Quarter Period. For purposes purpose of this paragraph, determining the term “Relevant Four Fiscal Quarter Period” means, existence of a Default or Event of Default under Section 9.01(a) and Section 9.01(b) with respect to any requested Rolling Period that includes such fiscal quarter and not for any other purpose under any Loan Document (including any determination of pro forma compliance with the Net Leverage Ratio for the purposes of incurring any Specified Equity ContributionAdditional Debt or making any Restricted Payment or any other purpose (even if the proceeds of any Cure Amount are actually used to reduce Debt or Consolidated Current Liabilities)). For the avoidance of doubt, no Lender or Issuing Bank shall be required to make any extension of credit hereunder during the four Fiscal Quarter period ending on (and including) Cure Period, unless the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionBorrower shall have received the Cure Amount.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1this Article VII, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the US Borrower fails to comply with the requirements of cash common equity Section 6.10 as of the end of any relevant fiscal quarter, the US Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or other equity reasonably acceptable to thereafter until the Administrative Agent) made to the Borrower date that is 20 days after the last day of any Fiscal Quarter and on or prior to date the day that Pricing Certificate is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c)) to issue Equity Interests (other than Disqualified Stock) for that Fiscal Quarter willcash or otherwise receive cash contributions to its equity for such Equity Interests (the “Cure Amount”), upon and thereupon the delivery of a written request by the Borrower US Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the Administrative Agentfollowing pro forma adjustments: (i) EBITDA shall be increased, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the end of such Fiscal Quarter fiscal quarter and any applicable subsequent period periods that includes include such Fiscal Quarter fiscal quarter by an amount equal to the Cure Amount and (any such equity contribution, a “Specified Equity Contribution”); provided that (aii) 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 with respect to any Fiscal Quarter unlessif, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 6.10 shall be satisfied, then the requirements of Section 6.10 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 requested Specified Equity Contributiondate, and the applicable breach or default of Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period one fiscal quarter in which no Specified Equity Contribution has been madethe Cure Right is not exercised, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance for purposes of complying with Section 6.10 and (cz) all Specified Equity Contributions and upon the use Administrative Agent’s receipt of proceeds therefrom will be disregarded for all other purposes under a notice from the Credit Documents US Borrower that it intends to exercise the Cure Right (including calculating Cumulative Credita “Notice of Intent to Cure”), Consolidated Adjusted EBITDA for purposes until the 20th day following date of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds delivery of the Specified Equity Contribution are used Pricing Certificate under Section 5.04(c) to repay Indebtednesswhich such Notice of Intent to Cure relates, such Indebtedness none of the Administrative Agent or any Lender shall not be deemed exercise the right to have been repaid for purposes accelerate the Loans or terminate the Commitments and none of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraphAdministrative Agent, the term “Relevant Four Fiscal Quarter Period” means, with respect Collateral Agent or any other Lender or Secured Party shall exercise any right to any requested Specified Equity Contribution, foreclose on or take possession of the four Fiscal Quarter period ending Collateral solely on (the basis of an Event of Default having occurred and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionbeing continuing under Section 6.10.

Right to Cure. Notwithstanding anything In the event 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 Borrower shall, within ten Business Days of the date the Compliance Certificate for the applicable fiscal quarter is required to be delivered pursuant to Section 6.02(a), provide written notice to the contrary contained in Section 8.1Administrative Agent stating the action or combination of actions specified below which the Borrower proposes to take to remedy such failure to comply, for purposes and the Borrower shall thereafter take one or more of determining whether a Financial Covenant Default has occurred, any equity contribution the following actions (in the form of cash common equity or other equity reasonably acceptable as specified to the Administrative Agent): (x) made so long as such reduction would not result in the Total Outstandings exceeding the Facility Limit, cure such 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 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 Borrower provided above, the Administrative Agent deems sufficient, in is sole discretion to cure such failure or (ii) 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 for the 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 any Fiscal Quarter such fiscal quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end expiration of such Fiscal Quarter ten Business Day Period (and any subsequent period that includes such Fiscal Quarter (any such equity contributionproceeds, a “Specified Equity ContributionCure Proceeds”); provided that (a) the Borrower shall may not be permitted exercise its right to so request that a Specified Equity Contribution be included as an addition cure under this Section 7.11(d) more than twice, in the calculation 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 Consolidated Adjusted EBITDA the four-quarter period with respect to any Fiscal Quarter unless, which such cure right was exercise. If after giving effect to such requested Specified Equity Contributionthe foregoing recalculations, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to Borrower would then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under applicable Financial Covenant or Financial Covenants, the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness Borrower shall not be deemed to have satisfied the requirements of such Financial Covenant or Financial Covenants as of the relevant earlier required date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach, Default or Event of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Default that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes purpose of this paragraph, Agreement and the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.other Loan Documents

Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.18.1(c), for purposes if an Event of determining whether Default arising solely as a Financial Covenant Default has occurredresult of failure to comply with the requirements of Section 7.1(a) occurs at the end of any fiscal quarter, any equity contribution (in the form of REIT may issue cash common equity or other equity reasonably acceptable equity, the proceeds of which shall be used to make a voluntary prepayment of the Administrative AgentLoans pursuant to Section 2.9, in an aggregate amount sufficient to cause the Borrower to be in compliance with the financial covenant set forth in Section 7.1(a),; provided that, (i) made the aggregate proceeds of such issuance shall not exceed the amount sufficient to cure such Event of Default, (ii) such proceeds shall be contributed by the REIT to the Borrower after as cash common equity, (iii) no more than one cure shall be permitted during the term of this Agreement and (iv) such prepayment shall be deemed to have been made on the last day of the relevant fiscal quarter requiring such cure. Such prepayment must be made no later than the date that is 15 days after the date on which the relevant Compliance Certificate is required to have been delivered. The Lenders hereby waive any Fiscal Quarter and notice required by Section 2.9 in connection with such prepayment. (b) If on or prior a pro forma basis after giving effect to the day that is 10 Business Days after prepayment of the day on which financial statements are required Loans pursuant to be delivered for that Fiscal Quarter willSection 8.2(a), upon the delivery of a written request by the Borrower would have been in compliance with the financial covenant set forth in Section 7.1(a) as of the date of the relevant Compliance Certificate, the Event of Default under Section 8.1(c) shall be deemed to have not occurred. During the pendency of any cure right afforded to the Group Members pursuant to Section 8.1(a), (i) the Administrative Agent, be included as an addition Agent and the Lenders shall not exercise any remedies described under Section 8.1 or otherwise for failure to satisfy the financial covenant set forth in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter Section 7.1(a) and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (aii) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation any extension of Consolidated Adjusted EBITDA with respect credit pursuant to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and 5.2. (c) all Specified Equity Contributions and The Borrower shall, immediately following the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds prepayment of the Specified Equity Contribution are used Loans pursuant to repay IndebtednessSection 8.2(a), such Indebtedness shall not be deemed deliver to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio Administrative Agent a Compliance Certificate demonstrating to the Administrative Agent’s satisfaction that on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.pro forma basis after giving

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.18.16(a) or (b), for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the Loan Parties would otherwise be in default of cash common equity the financial covenants set forth in Sections 8.16(a) or other equity reasonably acceptable to (b) for any period, not earlier than the Administrative Agentfifteenth (15th) made to the Borrower after the last day of any Fiscal Quarter and on or Business Day prior to the day that is 10 Business Days after due date for delivery of the day on which financial statements are required for such period pursuant to be delivered Section 7.01(b) or, with respect to the fourth fiscal quarter of a fiscal year of the Borrower, Section 7.01(c), but on or before the fifteenth (15th) Business Day subsequent to such due date, the Borrower shall have the right to (x) issue Qualified Equity Interests for that Fiscal Quarter willcash, or (y) use Qualified Second Amendment Cure Proceeds, in each case, in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with all the applicable financial covenants contained in Sections 8.16(a) or (b) (collectively, the “Cure Right”), and upon the delivery of a written request receipt by the Borrower of such cash (together with any Qualified Second Amendment Cure Proceeds to be used as an exercise of a Cure Right, the “Cure Amount”) or the designation by the Borrower of such Qualified Second Amendment Cure Proceeds in accordance with Section 8.16(c)(v), such financial covenants shall be recalculated giving effect to the Administrative Agent, be included as an addition in the calculation of following: (i) Consolidated Adjusted EBITDA solely Revenues for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis fiscal quarter ending at the end of such Fiscal Quarter period shall be increased by the Cure Amount, and any subsequent period such increase shall be effective for all periods that includes include such Fiscal Quarter fiscal quarter, and (any such equity contribution, a “Specified Equity Contribution”); provided that (aii) 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 with respect to any Fiscal Quarter unlessif, after giving effect to such requested Specified Equity Contributionthe foregoing recalculations, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to Loan Parties shall then be in compliance with Section 6.10 the requirements of the financial covenants set forth in Sections 8.16(a) and (c) all Specified Equity Contributions and b), the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness Loan Parties shall not be deemed to have satisfied the requirements thereof as of the relevant date of determination with the same effect as though there had been repaid no failure to comply therewith at such date, and the applicable breach or default thereof which had occurred shall be deemed cured as of such date for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For all purposes of this paragraphAgreement; provided, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.that:

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1, for For purposes of determining whether a Financial Covenant Default has occurredcompliance with the covenants set forth in this Exhibit E, any cash equity contribution (in the form of cash common equity contributions from Parent or other persons who hold equity interests of Borrowers as of the Closing Date to Borrowers (funded through Parent with cash proceeds of common equity, other equity having terms acceptable to the Agent or subordinated Indebtedness having terms reasonably acceptable to the Administrative Agent) made ; it being acknowledged that it is reasonably acceptable to the Borrower Agent for such subordinated Indebtedness to mature no less than twelve months after the last day of any Fiscal Quarter Maturity Date and for all interest on such subordinated Indebtedness to be payable in kind and no principal to be payable prior to the Termination Date) after the Closing Date and on or prior to the day that is 10 twenty (20) Business Days after the day on date upon which financial statements Financial Statements are required to be delivered for that Fiscal Quarter pursuant to Section 5.15(b) (the “Specified Equity Contribution Expiration Date”) will, upon at the delivery irrevocable written election of a written request by the Borrower to the Administrative AgentBorrowers, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of determining compliance with such Fiscal Quarter financial covenants for such calendar month and any subsequent period that includes such Fiscal Quarter calendar month (any such equity contributioncontribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided provided, that (a) the Borrower shall not be permitted written notice of Borrowers’ irrevocable election to so request that make a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested (“Specified Equity ContributionContribution Notice”) shall be delivered to Agent no later than three (3) Business Days after the date upon which Financial Statements are required to be delivered for the applicable calendar month, (xb) there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been madeelections made in consecutive fiscal quarters, and (yc) there have been shall be no more than five three (53) Fiscal Quarters in which a Specified Equity Contribution has been madeelections made in the aggregate during the term of this Agreement, (bd) the amount of any Specified Equity Contribution and the use of proceeds therefrom so elected will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis Borrowers to be in compliance with Section 6.10 the applicable financial covenants for such computation period, and (ce) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all purposes hereunder other purposes under the Credit Documents (than financial covenant calculations as specified in this paragraph, including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin levels and other items governed by reference to Consolidated Adjusted EBITDA). To If, after giving effect to the extent foregoing recalculations, the Loan Parties shall then be in compliance with the requirements of the financial covenants set forth on this Schedule E, Borrowers shall be deemed to have satisfied the requirements of Section 5.26 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 Section 5.26 that had occurred shall be deemed cured for purposes of the proceeds Loan Documents (it being agreed and understood that during the period from when a Specified Equity Contribution Notice is given until the corresponding Specified Equity Contribution Expiration Date, Agent and the Lenders shall not take or impose the Default Rate of interest, accelerate any of the Obligations, or take any remedial or enforcement action against Collateral under the Loan Documents based on the financial covenant violation to be cured pursuant to such Specified Equity Contribution Notice; provided, that unless and until the Specified Equity Contribution are used to repay Indebtednessis made, an Event of Default arising from such Indebtedness financial covenant violation shall not otherwise be deemed to have been repaid exist hereunder, including without limitation for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in whether funding conditions under Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including1.6(b) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.hereof have been satisfied)

Right to Cure. (o) Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower fails (or, but for the operation of this Section 7.02, would fail) to comply with the financial covenant set forth in Section 6.12 and until the expiration of the 10th Business Day after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day date on which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery of a written request by the Borrower with respect to the Administrative Agent, be included as an addition in applicable fiscal quarter hereunder (the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity ContributionCure Deadline”); provided that (a) , Holdings may engage in a sale or issuance of any Qualified Equity Interests of Holdings or otherwise receive cash contributions to the Borrower shall not be permitted to so request that a Specified capital of Holdings as cash common equity or other non-cash pay Qualified Equity Contribution be included as an addition in the calculation of Interests and increase Consolidated Adjusted EBITDA with respect to such applicable fiscal quarter and any Fiscal Quarter unlessfour 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 Borrower (including 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 such requested Specified Equity Contributionthe foregoing increase in Consolidated EBITDA, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution Holdings and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to Borrower shall then be in compliance with the requirements of Section 6.10 and (c) all Specified Equity Contributions 6.12, Holdings and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness Borrower shall not be deemed to have satisfied such requirements as of the relevant date of determination with the same effect as though there had been repaid (or would have been) no failure to comply therewith at such date, and the failure to comply that occurred (or would have occurred) shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 7.02(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 6.12 and shall not result in any adjustment to any amounts other than the Senior Secured Net Leverage Ratio amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Upon receipt by the Administrative Agent of written notice, on or prior to the Cure Deadline, that the Borrower intends to exercise the cure right described above in this Section 7.02(a) in respect of a Pro Forma Basis 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 the financial covenant set forth in Section 6.10 for 6.12, unless such failure is not cured pursuant to the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result exercise of such Specified Equity Contributioncure right on or prior to the Cure Deadline.

Right to Cure. Notwithstanding anything The Consenting Party agrees that in the event of a default by the Partnership in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Consenting Party to terminate or suspend its obligations or exercise any other right or remedy under the Assigned Agreement or under applicable law (hereinafter a "DEFAULT"), the Consenting Party will continue to perform its obligations under the Assigned Agreement and will not exercise any such right or remedy until it gives written notice of such default to the contrary contained Collateral Agent (a "DEFAULT NOTICE") and, as set forth in Section 8.114.03(b) and (c) of the Assigned Agreement, for purposes of determining whether affords the Collateral Agent, the Qualified Agent's Designee and the Senior Parties a Financial Covenant Default has occurred, any equity contribution period to cure such default. Such cure period will be no less than thirty (30) days (in the form case of cash common equity or other equity reasonably acceptable to a monetary default) and seventy-five (75) days (in the Administrative Agentcase of a non-monetary default) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, beginning upon the delivery later of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in Collateral Agent's receipt of the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, Default Notice and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount termination of the Partnership's right to cure such default under the Assigned Agreement, provided that in the event that a Substitute Owner assumes the rights and obligations of the Partnership under the Assigned Agreement pursuant to a written assumption agreement (a copy of which is provided to the Consenting Party by the later of (i) sixty (60) days after receipt of the Default Notice and (ii) the termination of the Partnership's right to cure such default under the Assigned Agreement), such Substitute Owner shall have forty-five (45) days from the effective date of the assumption of the rights and obligations of the Partnership under the Assigned Agreement to cure such default or if such default is a non-monetary default, such longer period as is required so long as such Substitute Owner has commenced and is diligently pursuing appropriate action to cure such default; provided, however, that if such Substitute Owner is prohibited from curing any Specified Equity Contribution and such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding involving the use of proceeds therefrom will be no greater than Partnership, the amount required to cause Collateral Agent, the Qualified Agent's Designee, the Senior Secured Net Leverage Ratio on Parties or such Substitute Owner, then the time periods specified in this Section 1.3 for curing a Pro Forma Basis to default shall be extended for the period of such prohibition. In no event shall the cure rights provided in compliance with this Section 6.10 and 1.3 continue beyond (cx) all Specified Equity Contributions and twelve (12) calendar months from the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds date of the Specified Equity Contribution are used to repay IndebtednessDefault Notice in the case of a non-monetary default (unless the Partnership or the Collateral Agent, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Qualified Agent's Designee or the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth Parties post $10,000,000 in Section 6.10 for Acceptable Credit Support (as defined in the Relevant Four Fiscal Quarter Period. For purposes of this paragraphAssigned Agreement), the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as case the cure rights provided in this Section 1.3 shall extend beyond such twelve (12) calendar months) or (y) four (4) calendar months from the date of the Default Notice in the case of a result of such Specified Equity Contributionmonetary default.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.18.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the Parent Borrower fails (or, but for the operation of cash common equity or other equity reasonably acceptable this Section 8.02, would fail) to comply with the Administrative Agent) made to the Borrower after Financial Performance Covenant, as of the last day of any Fiscal Quarter and on or prior to Quarter, at any time after such last day until the day that is 10 Business Days days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon date the delivery of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of certificate calculating the Financial Performance Covenant on a Pro Forma Basis at for such Fiscal Quarter is required to be delivered pursuant to Section 6.02, Holdings or the end Parent Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Parent Borrower (collectively, the "Cure Right"), which cash shall be contributed as common equity to the Parent Borrower (such contributed amount, the "Cure Amount"), such Financial Performance Covenant shall be recalculated by increasing Consolidated EBITDA with respect to such Fiscal Quarter and any subsequent four-quarter period that includes contains such Fiscal Quarter Quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement by an amount equal to the Cure Amount; provided, that, (any such equity contribution, a “Specified Equity Contribution”); provided that (ai) 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 with respect to any each four-Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) two Fiscal Quarters in which a Specified Equity Contribution has been madethe Cure Right is exercised, (bii) no more than four Cure Rights will be exercised in the amount aggregate during the term of any Specified Equity Contribution and this Agreement, (iii) for purposes of this Section 8.02, the use of proceeds therefrom will Cure Amount that is given effect shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and (iv) for the avoidance of doubt, in recalculating the Financial Performance Covenant by increasing Consolidated EBITDA 109 as set forth above, there shall be no pro forma effect given to cause any reduction of Indebtedness with the Senior Secured Net Leverage Ratio on a Pro Forma Basis Cure Amount in such recalculation of the Financial Performance Covenant. If, after giving effect to the adjustments in this paragraph, the Borrowers shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrowers shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1this Article VII, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form event that the US Borrower fails to comply with the requirements of cash common equity or other equity reasonably acceptable to Section 6.10 as of the Administrative Agent) made to 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 date that is 20 days after the last day of any Fiscal Quarter and on or prior to date the day that Pricing Certificate is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c)) to issue Equity Interests (other than Disqualified Stock) for that Fiscal Quarter willcash or otherwise receive cash contributions to its common equity (the “Cure Amount”), upon and thereupon the delivery of a written request by the Borrower US Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the Administrative Agentfollowing pro forma adjustments: (i) EBITDA shall be increased, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the end of such Fiscal Quarter fiscal quarter and any applicable subsequent period periods that includes include such Fiscal Quarter fiscal quarter by an amount equal to the Cure Amount and (any such equity contribution, a “Specified Equity Contribution”); provided that (aii) 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 with respect to any Fiscal Quarter unlessif, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 6.10 shall be satisfied, then the requirements of Section 6.10 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 requested Specified Equity Contributiondate, and the applicable breach or default of Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period one fiscal quarter in which no Specified Equity Contribution has been madethe Cure Right is not exercised, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance for purposes of complying with Section 6.10 and (cz) all Specified Equity Contributions and upon the use Administrative Agent’s receipt of proceeds therefrom will be disregarded for all other purposes under a notice from the Credit Documents US Borrower that it intends to exercise the Cure Right (including calculating Cumulative Credita “Notice of Intent to Cure”), Consolidated Adjusted EBITDA for purposes until the 20th day following date of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds delivery of the Specified Equity Contribution are used Pricing Certificate under Section 5.04(c) to repay Indebtednesswhich such Notice of Intent to Cure relates, such Indebtedness none of the Administrative Agent nor any Lender shall not be deemed exercise the right to have been repaid for purposes accelerate the Loans or terminate the Commitments and none of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraphAdministrative Agent, the term “Relevant Four Fiscal Quarter Period” means, with respect First-Lien Collateral Agent nor any other Lender or Secured Party shall exercise any right to any requested Specified Equity Contribution, foreclose on or take possession of the four Fiscal Quarter period ending Collateral solely on (the basis of an Event of Default having occurred and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionbeing continuing under Section 6.10.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower after fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant as of the last day of any Fiscal Quarter and on or prior fiscal quarter, then from the first day of such fiscal quarter until the expiration of the 10th day subsequent to the day that date the certificate calculating such Financial Performance Covenant for such fiscal quarter is 10 Business Days after the day on which financial statements are required to be delivered pursuant to Section 5.04(c), any Parent Entity and/or Holdings shall have the right to issue Permitted Cure Securities for that Fiscal Quarter willcash or otherwise receive cash contributions to the capital of any Parent Entity and/or Holdings and, in each case, to contribute any such cash to the capital of the Borrower (collectively, the “Cure Right”), and upon the delivery of a written request receipt by the Borrower of such cash as a contribution to the Administrative Agentcommon equity of the Borrower (the “Cure Amount”) pursuant to the exercise by any Parent Entity and/or Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be Table of Contents increased with respect to such applicable quarter and any four-quarter period that contains such quarter, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes purpose of calculating measuring the Financial Performance Covenant on a Pro Forma Basis at and not for any other purpose under this Agreement, by an amount equal to the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contributionCure Amount; provided, a “Specified Equity Contribution”); 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 with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contributionthat, (xi) there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters exercises of the Cure Right in the aggregate and in each four-fiscal-quarter period there shall at least two fiscal quarters in which a Specified Equity Contribution has been madethe Cure Right is not exercised, (bii) for purposes of this Section 7.03, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required to cause for purposes of complying with the Financial Performance Covenant, (iii) there shall be no pro forma reduction in Senior Secured Net Leverage Ratio Debt as a result of any exercise of a Cure Right and (iv) the Cure Amount shall not increase any “basket” set forth herein or constitute the basis for any other exception to any restriction on a Pro Forma Basis making Investments, Restricted Payments or prepayments of Junior Debt. If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1this Article VII, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower after fails to comply with the last day requirements of Section 6.10 as of the end of any Fiscal Quarter and on relevant fiscal quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such fiscal quarter or prior to thereafter until the day date that is 10 15 Business Days after the day on which financial statements are date the Pricing Certificate is required to be delivered pursuant to Section 5.04(c)) to issue Capital Stock (other than Disqualified Stock) for that Fiscal Quarter willcash or otherwise receive cash contributions to its equity for such Capital Stock (the “Cure Amount”), upon and thereupon the delivery of a written request by the Borrower 157 Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the Administrative Agentfollowing pro forma adjustments: (i) EBITDA shall be increased, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at determining compliance with Section 6.10, including determining compliance with Section 6.10 as of the end of such Fiscal Quarter fiscal quarter and any applicable subsequent period periods that includes include such Fiscal Quarter fiscal quarter by an amount equal to the Cure Amount and (any such equity contribution, a “Specified Equity Contribution”); provided that (aii) 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 with respect to any Fiscal Quarter unlessif, after giving effect to the foregoing recalculations, the requirements of Section 6.10 shall be satisfied, then the requirements of Section 6.10 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 requested Specified Equity Contributiondate, and the applicable breach or default of Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement (it being understood and agreed there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Cure Amount for purposes of determining compliance with Section 6.10 for the fiscal quarter in respect of which the Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness)). Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period one fiscal quarter in which no Specified Equity Contribution has been made, the Cure Right is not exercised and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.10; provided, that no Lender or Issuing Bank shall be required to cause make any Revolving Loan or issue any Letter of Credit from and after such time as the Senior Secured Net Administrative Agent has received the relevant Pricing Certificate (or such Pricing Certificate was required to be delivered) evidencing a Consolidated First Lien Leverage Ratio on a Pro Forma Basis that is not in compliance with Section 6.10 when applicable unless and until the Cure Amount is actually received and such Cure Amount causes the Borrower to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution6.10.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower after fails (or, but for the operation of this Section 7.02, would fail) to comply with either or both of the Financial Performance Covenants as of the last day of any Fiscal Quarter and on or prior to fiscal quarter, at any time after such last day until the day that is 10 Business Days 20 days after the day on which financial statements are date the certificate calculating the Financial Performance Covenants for such fiscal quarter is required to be delivered pursuant to Section 5.04(c), any Parent Entity and/or Holdings shall have the right to issue Permitted Cure Securities for that Fiscal Quarter willcash or otherwise receive cash contributions to the capital of any Parent Entity and/or Holdings (collectively, upon the delivery of a written request by “Cure Right”), which cash shall be contributed as common equity to the Borrower to (such contributed amount, the Administrative Agent“Cure Amount”), be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the such Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower Covenants shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted recalculated by increasing EBITDA with respect to such fiscal quarter and any Fiscal Quarter unlessfour-quarter period that contains such fiscal quarter, after giving effect solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement (including any “baskets” or the Pricing Grid), by an amount equal to such requested Specified Equity Contributionthe Cure Amount; provided, that, (xi) in each four-fiscal-quarter period there will shall be a period of at least no more than two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been madethe Cure Right is exercised, and (yii) there have been no more than five (5) Fiscal Quarters Cure Rights will be exercised in which a Specified Equity Contribution has been madethe aggregate during the term of this Agreement, (biii) for purposes of this Section 7.02, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenants, (iv) for the avoidance of doubt, in recalculating the Financial Performance Covenants by increasing EBITDA as set forth above, there shall be no pro forma effect given to cause any reduction of Indebtedness with the Senior Secured Net Leverage Ratio on a Pro Forma Basis Cure Amount in such recalculation of the Financial Performance Covenants and (v) no Specified Purchase Price Adjustment Proceeds shall be used for the Cure Amount. If, after giving effect to the adjustments in this paragraph, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenants, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenants that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.

Right to Cure. Notwithstanding anything (i) In the event the Loan Parties and their Subsidiaries fail to comply with the contrary contained in minimum Asset Coverage Ratio required pursuant to Section 8.1, for purposes 7.16(a)(iii) (the “Minimum Asset Coverage Ratio”) as of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter and on or prior to fiscal quarter during the day that term hereof, then FSEP may, until (A) in the case of each fiscal quarter other than the fourth fiscal quarter of any fiscal year, the date which is 10 Business Days fifty-five (55) days after the day end of such fiscal quarter and (B) in the case of the fourth fiscal quarter of any fiscal year, each of (I) the date which is fifty-five (55) days after the end of such fiscal quarter, and (II) the date which is ten (10) days after the date on which financial statements are required to be delivered for such fiscal year pursuant to Section 6.01(c) (such date(s) under clause (A) and clause (B) above, in each case, the “Cure Deadline”), make to the Company either (i) a Cash equity contribution or (ii) an equity contribution consisting of additional Portfolio Investments (the amount or Value of any such contribution under clause (i) or clause (ii) above being, the “Cure Amount”), which shall be either (x) immediately used by the Company to prepay the Term Loans, or (y) retained by the Company from and after such contribution in accordance with the terms hereof (the right to make any such contribution, the “Cure Right”); provided, that Fiscal Quarter will(A) any Cure Amount shall be received by the Company no later than the Cure Deadline with respect to the applicable fiscal quarter, upon (B) in the delivery case of a written request by prepayment of the Borrower Term Loans, all Cure Amounts shall be immediately remitted to the Administrative AgentAgent and applied by the Administrative Agent to prepay the Term Loans in accordance with the terms hereof, be included as an addition and (C) in the calculation case of Consolidated Adjusted EBITDA the retention by the Company of Cash or additional Portfolio Investments, such assets shall be subject to the terms hereof in all respects. Upon the exercise of any Cure Right in accordance with the previous sentence, the Asset Coverage Ratio shall be recalculated on a pro forma basis (using the most current Value of each applicable Portfolio Investment, including, for clarity, any additional Portfolio Investment constituting a portion of the Cure Amount, then available to the Company) solely for the purposes purpose of calculating the Financial Performance Covenant on a Pro Forma Basis at determining compliance therewith as of the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unlessapplicable fiscal quarter. If, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters the recalculation in the Relevant Four Fiscal Quarter Period previous sentence, the Loan Parties and their Subsidiaries shall then be in which compliance with the Minimum Asset Coverage Ratio, the Loan Parties and their Subsidiaries shall be deemed to have satisfied the requirements of the Minimum Asset Coverage Ratio as of the relevant date of determination with the same effect as though there had been no Specified Equity Contribution has been madefailure to comply therewith at such date, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount applicable breach or default of any Specified Equity Contribution the Minimum Asset Coverage Ratio that had occurred shall be cured for all purposes of this Agreement and the use other Loan Documents. Notwithstanding anything herein to the contrary and for purposes of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on clarity, a Pro Forma Basis Default or Event of Default resulting solely from a failure to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under Minimum Asset Coverage Ratio shall not exist from the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds end of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating applicable fiscal quarter until the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, Cure Deadline with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contributionfiscal quarter.

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days [REDACTED – Time Period] after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery of a written request by the Borrower to the Administrative AgentAgent (such request, the “Cure Notice”), be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters in which a Specified Equity Contribution has been made, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.Consolidated

Right to Cure. Notwithstanding anything the foregoing Section 6.02 above, in the event that the Borrowers fail to comply with any of the financial covenants referenced in Section 5.03(a) above (the “Leverage Financial Performance Covenant”), until the date that is the earlier of (x) the date of acceleration of the Loans and (y) the fifth day subsequent to the contrary contained date on which financial statements with respect to the fiscal period for which the Leverage Financial Performance Covenant is being measured are required to be delivered, the Borrowers shall have the right, but not the obligation, to cure any such Event of Default (a “Cure Right”) by a cash contribution to the Parent for equity without recourse (such proceeds, the “Cure Proceeds”), and upon the receipt by the Borrowers of Cure Proceeds (such amount of Cure Proceeds being referred to as the “Cure Amount”), which Cure Amount shall be used solely to prepay the Loans, without penalty or premium, and shall be applied as set forth in Section 8.1, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable 2.06(d). Pursuant to the Administrative Agent) exercise by the Borrowers of such Cure Right, the Leverage Financial Performance Covenant shall be recalculated as if such Loan prepayment was made to the Borrower after on the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on applicable fiscal period for which financial statements are required to be delivered for that Fiscal Quarter will, upon the delivery of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unlessCure Right was exercised. If, after giving effect to the foregoing recalculations, the Borrowers shall then be in compliance with the requirements of the Leverage Financial Performance Covenant, the Borrowers shall be deemed to have satisfied the requirements of the Leverage 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 requested Specified Equity Contributiondate, and the applicable breach or default of the Leverage Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement. ​ Notwithstanding anything herein to the contrary, (xi) there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, and (y) there have been no more than five (5) Fiscal Quarters two Cure Rights in which a Specified Equity Contribution has been madeany period of four consecutive fiscal quarters, (bii) the amount of any Specified Equity Contribution and the use of proceeds therefrom will no Cure Amount may be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis Borrowers to be in compliance with Section 6.10 the Leverage Financial Performance Covenant, (iii) there shall be no more than four Cure Rights made on or before the Maturity Date and (civ) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall this Section 6.03 may not be deemed to have been repaid relied on for purposes of calculating compliance with any covenants other than compliance with the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth Financial Performance Covenant and shall not result in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect any adjustment to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.baskets or other amounts. ​

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.1, for purposes 8.01: (a) For the purpose of determining whether a Financial Covenant Event of Default has occurred, the Administrative Borrower may on one or more occasions designate any equity portion of the net cash proceeds from a sale or issuance of Qualified Equity Interests of the Parent Borrower or any cash contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agentcommon capital of the Parent Borrower (the “Cure Amount”) made as an increase to Consolidated EBITDA for the applicable fiscal quarter; provided that (A) the Cure Amount (i) is actually received by the Parent Borrower on or before the later of (x) the fifteenth (15th) calendar day after the last day of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day date on which financial statements are the Compliance Certificate pursuant to Section 6.02(a) is required to be delivered for that Fiscal Quarter will, upon the delivery of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of calculating the Financial Performance Covenant on a Pro Forma Basis at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted EBITDA with respect to any Fiscal Quarter unlesssuch applicable fiscal quarter or fiscal year, after giving effect to such requested Specified Equity Contribution, (x) there will be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been madeas applicable, and (y) there the fifteenth (15th) calendar day after the beginning of the Compliance Period that required the Parent Borrower to comply with the covenant set forth in Section 7.11 (such later date, the “Cure Expiration Date”) and (ii) does not exceed the aggregate amount necessary to cure any Financial Covenant Event of Default as of such date and (B) the Administrative Borrower shall have been no more provided advance notice (the “Notice of Intent to Cure”) to the Administrative Agent that such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the Cure Amount actually received by the Parent Borrower may be lower than five (5) Fiscal Quarters specified in which a Specified Equity Contribution has been made, such notice to the extent that the amount necessary to cure any Financial Covenant Event of Default is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. (b) The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios or any other purpose other than for determining actual compliance with Section 7.11 (and not Pro Forma Compliance with Section 7.11 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including any pro forma reduction of the amount of any Specified Equity Contribution Indebtedness with respect to the quarter with respect to which such Cure Amount is made and the use of proceeds therefrom will shall not be no greater than the amount required to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA included for purposes of determining basket levelspricing, Applicable Margin mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article 7) other items governed by reference than the increase to Consolidated Adjusted EBITDAEBITDA referred to in Section 8.04(a). To The Cure Amount shall not constitute an Excluded Contribution. (c) In furtherance of Section 8.04(a) above, (i) upon actual receipt by the extent that the proceeds Administrative Agent of the Specified Equity Contribution are used Notice of Intent to repay IndebtednessCure, such Indebtedness the covenant under Section 7.11 shall not be deemed retroactively cured with the same effect as though there had been no failure to comply with the covenant under such Section 7.11 and any Default or Event of Default under Section 7.11 shall be deemed not to have been repaid occurred for purposes of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on Loan Documents (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity Contribution.provided that -154

Right to Cure. Notwithstanding anything to the contrary contained in Section 8.17.01, for purposes of determining whether a Financial Covenant Default has occurred, any equity contribution (in the form of cash common equity or other equity reasonably acceptable to the Administrative Agent) made to event that the Borrower after fails (or, but for the operation of this Section 7.02, would fail) to comply with the Financial Performance Covenant as of the last day of any Fiscal Quarter and on fiscal quarter, at any time during such fiscal quarter or prior to thereafter until the day that is 10 Business Days 20 days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, upon date the delivery of a written request by the Borrower to the Administrative Agent, be included as an addition in the calculation of Consolidated Adjusted EBITDA solely for the purposes of certificate calculating the Financial Performance Covenant on a Pro Forma Basis at for such fiscal quarter is required to be delivered pursuant to Section 5.04(c), any Parent Entity and/or Holdings shall have the end right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter Parent Entity and/or Holdings (any such equity contributioncollectively, a the “Specified Equity ContributionCure Right”); provided that (a) , which cash shall be contributed as common equity to the Borrower (such contributed amount, the “Cure Amount”), such Financial Performance Covenant shall not be permitted to so request that a Specified Equity Contribution be included as an addition in the calculation of Consolidated Adjusted recalculated by increasing EBITDA with respect to such fiscal quarter and any Fiscal Quarter unlessfour-quarter period that contains such fiscal quarter, after giving effect solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement (including any “baskets” or the Pricing Grid), by an amount equal to such requested Specified Equity Contributionthe Cure Amount; provided, that, (xi) in each four-fiscal-quarter period there will shall be a period of at least two (2) Fiscal Quarters in the Relevant Four Fiscal Quarter Period fiscal quarters in which no Specified Equity Contribution has been madethe Cure Right is not exercised, and (yii) there have been no more than five (5) Fiscal Quarters Cure Rights will be exercised in which a Specified Equity Contribution has been madethe aggregate during the term of this Agreement, (biii) for purposes of this Section 7.02, the amount of any Specified Equity Contribution and the use of proceeds therefrom will Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant and (iv) for the purpose of determining compliance with the Financial Performance Covenant for such fiscal quarter, any Indebtedness repaid with the proceeds of any Cure Amount will be deemed outstanding at the end of such fiscal quarter and the cash contributed as the Cure Amount shall not be netted against any Indebtedness. If, after giving effect to cause the Senior Secured Net Leverage Ratio on a Pro Forma Basis to adjustments in this paragraph, the Borrower shall then be in compliance with Section 6.10 and (c) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Cumulative Credit, Consolidated Adjusted EBITDA for purposes of determining basket levels, Applicable Margin and other items governed by reference to Consolidated Adjusted EBITDA). To the extent that the proceeds requirements of the Specified Equity Contribution are used to repay IndebtednessFinancial Performance Covenant, such Indebtedness the Borrower shall not be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been repaid for purposes no failure to comply therewith at such date, and the applicable breach or default of calculating the Senior Secured Net Leverage Ratio on a Pro Forma Basis set forth in Section 6.10 Financial Performance Covenant that had occurred shall be deemed cured for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Consolidated Adjusted EBITDA will be increased as a result of such Specified Equity ContributionAgreement.