Common use of Equity Cure Clause in Contracts

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stock) made to the Borrower after the last day of such Cure Quarter and on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Agreement, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under compliance with the Financial Covenants financial covenants set forth in this Section 6.10 as of 6.29 and not for any other purpose, cash equity contributions (which equity shall be common equity or otherwise in a form reasonably acceptable to the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital StockAgent) made by Riverstone Holdings to the Borrower after the last day beginning of such Cure the relevant Fiscal Quarter and on or prior to the tenth day that is ten (10th10) Business Day Days after the date day on which financial statements are required to be delivered for such Fiscal Quarter pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash 6.1 will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 Interest Coverage Ratio and Leverage Ratio at the end of such fiscal quarter and the applicable subsequent three fiscal quarters periods which include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amountthat, (iia) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quartersFiscal Quarter periods, (x) there shall be at least two consecutive fiscal quarters Fiscal Quarters in respect of which no Specified Equity Cure Contribution is made and made, (yb) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three four Specified Equity Cure Contributions prior to the Facility Termination Date, and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Interest Coverage Ratio and Leverage Ratio; provided that, notwithstanding the foregoing, until the cash from such Specified Equity Contribution is received by the Borrower, there shall be no additional Advances made during the term and no additional Letters of Credit shall be issued under this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Article VI, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 compliance with Sections 6.1 and 6.2 as of the end last day of any fiscal quarter (such fiscal quarter, a “Cure Fiscal Quarter”), any cash equity contribution (in the form Borrower (which is funded with proceeds of Qualified equity issued by the Borrower not constituting Disqualified Capital Stock) made to the Borrower received after the last day of such Cure Fiscal Quarter and on or prior to the tenth day that is fifteen (10th15) Business Day Days after the date day on which financial statements are required to be delivered pursuant to Section 5.01(a5.1(a) or (b) with respect to such 5.1(b), as applicable fiscal quarter (the “Cure Expiration DatePeriod”), and such cash will, if so designated upon notice by Borrowerthe Borrower (which notice must be received by the Administrative Agent no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter) (the “Cure Notice”), be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with Sections 6.1 and 6.2 for the Financial Covenants set forth in Section 6.10 at the end of applicable Fiscal Quarter and applicable subsequent periods that include such fiscal quarter and the subsequent three fiscal quarters Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) no Lender shall be required to make any extension of credit during the fifteen (15) Business Day period referred to above unless the Borrower has received the proceeds of such Specified Equity Cure Contribution, (b) in each four Fiscal Quarter period, there shall be a period of two Fiscal Quarters in which no Specified Equity Contribution is not used to increase made and only five Specified Equity Contributions may be made during the Cumulative Amountterm of this Agreement, (iic) such Cure Amount does the amount of any Specified Equity Contribution shall not exceed the amount necessary required to cure any Event of Default under cause the Financial Covenants as at the end of such applicable fiscal quarter Borrower to be in compliance with Sections 6.1 and 6.2, (iiid) the proceeds of such all Specified Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall will be disregarded for all purposes of this Agreement other than inclusion in determining the calculation availability of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any this Agreement and the other Loan Documents, and (e) there shall be no pro forma reduction in Indebtedness (including, for the avoidance through either netting of doubt, the cash or prepayment of the Loans in accordance with Section 2.10(d)(ii)indebtedness) with the proceeds of any Specified Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied Sections 6.1 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 the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.106. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Article VI, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under the Financial Covenants set forth in compliance with Section 6.10 6.1 as of the end last day of any fiscal quarter (such fiscal quarter, a “Cure Fiscal Quarter”), any cash equity contribution (in the form Borrower (which is funded with proceeds of Qualified equity issued by the Borrower not constituting Disqualified Capital Stock) made to the Borrower received after the last day of such Cure Fiscal Quarter and on or prior to the tenth day that is fifteen (10th15) Business Day Days after the date day on which financial statements are required to be delivered pursuant to Section 5.01(a5.1(a) or (b) with respect to such 5.1(b), as applicable fiscal quarter (the “Cure Expiration DatePeriod”), and such cash will, if so designated upon notice by Borrowerthe Borrower (which notice must be received by the Administrative Agent no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter) (the “Cure Notice”), be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with Section 6.1 for the Financial Covenants set forth in Section 6.10 at the end of applicable Fiscal Quarter and applicable subsequent periods that include such fiscal quarter and the subsequent three fiscal quarters Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) no Lender shall be required to make any extension of credit during the fifteen (15) Business Day period referred to above unless the Borrower has received the proceeds of such Specified Equity Cure Contribution, (b) in each four Fiscal Quarter period, there shall be a period of two Fiscal Quarters in which no Specified Equity Contribution is not used to increase made and only five Specified Equity Contributions may be made during the Cumulative Amountterm of this Agreement, (iic) such Cure Amount does the amount of any Specified Equity Contribution shall not exceed the amount necessary required to cure any Event of Default under cause the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall Borrower to be applied in accordance compliance with Section 2.10(d)(ii6.1, (d) to prepay the Loans. All all Specified Equity Cure Contributions shall will be disregarded for all purposes of this Agreement other than inclusion in determining the calculation availability of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any this Agreement and the other Loan Documents, and (e) there shall be no pro forma reduction in Indebtedness (including, for the avoidance through either netting of doubt, the cash or prepayment of the Loans in accordance with Section 2.10(d)(ii)indebtedness) with the proceeds of any Specified Equity Cure Contribution shall be ignored for purposes of determining compliance with Section 6. 1. Upon the Financial Covenants. Notwithstanding anything to delivery by the contrary contained in Section 8.01, (A) upon receipt Borrower of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarterNotice, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of until the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan DocumentsCure Period, (B) upon receipt by neither the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or nor any Lender shall exercise the right to accelerate the Loans Obligations or terminate the Commitments and none of the Administrative Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the expiration of the Cure Period solely on the basis of an Event of Default having occurred as a result and being continuing with respect to the breach of a violation of the Financial Covenants set forth in Section 6.106.1. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Article IX, in the event that the Borrower fails (or, but subject for the operation of this Section 9.04, would fail) to comply with the financial covenants set forth in Sections 8.03(b), (c8.11(a) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 b) as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stock) made to the Borrower after the last day of any fiscal quarter, at any time after such Cure Quarter and on or prior to last day until the tenth (10th) day that is 15 Business Day Days after the date on which financial statements are the Compliance Certificate for such fiscal quarter is required to be delivered pursuant to Section 5.01(a7.02(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration DatePeriod”), and the Borrower shall have the right to issue Equity Interests (other than Disqualified Equity Interests) for cash or otherwise receive cash contributions to its capital (collectively, the “Cure Right”), which cash shall be promptly applied by the Borrower to make a mandatory prepayment of Term Loans in accordance with Section 2.05(b)(vii) (such cash will, if so designated by Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution”, and the amount of such Equity Cure Contributionapplied amount, the “Cure Amount”), and such financial covenants shall be recalculated by increasing Consolidated EBITDA (in the case of the covenant set forth in Section 8.11(a) or increasing the amount calculated pursuant to clause (ii) of the definition of Debt Service Coverage Ratio (in the case of the covenant set forth in Section 8.11(b)), as applicable, with respect to such fiscal quarter, solely for the purpose of measuring such financial covenants and not for any other purpose under this Agreement (including, but not limited to, determination of any applicable margin or fee or the availability or amount of any covenant basket or in calculating any other test based on the Consolidated Leverage Ratio or Debt Service Coverage Ratio), by an amount equal to the Cure Amount; provided that provided, that, (i) such Equity in each four-fiscal-quarter period there shall be no more than two fiscal quarters in which the Cure Contribution Right is exercised, and the Cure Right shall not used to increase the Cumulative Amountbe exercised in consecutive fiscal quarters, (ii) such no more than four Cure Amount does not exceed Rights will be exercised in the amount necessary to cure any Event aggregate during the term of Default under the Financial Covenants as at the end of such applicable fiscal quarter and this Agreement, (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other Section 9.04, the Cure Amount shall be no greater than inclusion in the calculation amount required for purposes of Consolidated EBITDA for the purpose of determining compliance complying with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter applicable financial covenants and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, iv) for the avoidance of doubt, in recalculating the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution applicable financial covenants as set forth above, there shall be ignored for purposes no pro forma effect given to any reduction of determining compliance Term Loans with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by in such recalculation of the financial covenants. If, after giving effect to the adjustments in this Section 9.04, the Borrower in an amount necessary to cause Borrower to shall then be in compliance with the Financial Covenants under Section 6.10 at requirements of the end of such fiscal quarterfinancial covenants set forth in Sections 8.11(a) and (b), the Financial Covenants under Section 6.10 Borrower shall be deemed to have satisfied and complied with the requirements of such financial covenants as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply with therewith at such date, and the Financial Covenants under Section 6.10 and any Default applicable breach or Event default of Default related to any failure to comply with the Financial Covenants under Section 6.10 such financial covenants that had occurred shall be deemed not to have occurred cured for the purposes of the Loan Documents, (B) upon receipt by this Agreement. Neither the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy prior to the earlier of (x) the expiration of the Cure Period and (y) the Borrower notifying the Administrative Agent that it will not exercise its Cure Right, solely on the basis of an Event of Default having occurred as and being continuing with respect to a result of a violation failure to comply with the requirement of the Financial Covenants covenants set forth in Section 6.10. 8.11(a) or (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters). (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Agreement, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under compliance with the Financial Covenants financial covenants set forth in this Section 6.10 as of 6.29 and not for any other purpose, cash equity contributions (which equity shall be common equity or otherwise in a form reasonably acceptable to the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital StockAgent) made by Riverstone Holdings to the Borrower after the last day beginning of such Cure the relevant Fiscal Quarter and on or prior to the tenth (10th) day that is 10 Business Day Days after the date day on which financial statements are required to be delivered for such Fiscal Quarter pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash 6.1 will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 Interest Coverage Ratio and Leverage Ratio at the end of such fiscal quarter and the applicable subsequent three fiscal quarters periods which include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quartersFiscal Quarter periods, (x) there shall be at least two consecutive fiscal quarters Fiscal Quarters in respect of which no Specified Equity Cure Contribution is made and made, (yb) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three four Specified Equity Cure Contributions prior to the Facility Termination Date and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Interest Coverage Ratio and Leverage Ratio; provided that, notwithstanding the foregoing, until the cash from such Specified Equity Contribution is received by the Borrower, there shall be no additional Advances made during the term and no additional Letters of Credit shall be issued under this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. In the event that the Borrower fails to comply with Section 9.01(a) for any four fiscal quarter period, then until the expiration of the fifteenth (a15th) Notwithstanding anything Business Day following delivery of financial statements with respect to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of any applicable fiscal quarter (such or fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stock) made to the Borrower after year ending on the last day of such Cure Quarter period, the Borrower shall be permitted to cure such failure to comply by requesting that such financial covenant be recalculated by increasing EBITDA of the fiscal quarter most recently ended by an amount equal to cash equity contributions (which shall be in the form of common equity or, if on terms and on or prior conditions reasonably acceptable to the tenth (10thAdministrative Agent, preferred equity) Business Day after received by Borrower from its equity holders needed to bring the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by Borrower, be included Borrower in the calculation of Consolidated EBITDA for the purposes of determining compliance with Section 9.01(a). If, after giving effect to the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution”, and the amount of such Equity Cure Contributionforegoing recalculations, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution Borrower shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to then be in compliance with the Financial Covenants under requirements of the financial covenant set forth in Section 6.10 at the end of such fiscal quarter9.01(a), the Financial Covenants under Section 6.10 Borrower shall be deemed to have satisfied and complied with the requirements of such applicable financial covenant as of the end relevant earlier required date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply with therewith at such date, and the Financial Covenants under Section 6.10 and applicable breach or default of any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 such covenant that had occurred shall be deemed not to have occurred cured for purposes of this Agreement and the other Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is . The Borrower may not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the equity cure right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth described in this Section 6.10. 9.01(c) more than (bi) In each twice in any period of four consecutive fiscal quarters, (x4) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and or (yii) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made four (4) times in the aggregate during the term of this Agreement. (d. The proceeds of such equity issuance or capital contributions shall be counted as EBITDA solely for the purpose of compliance with the financial covenant set forth in Section 9.01(a) No Equity Cure Contribution and shall not be included for any fiscal quarter shall be greater than $2,000,000other purpose hereunder.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.03(bthis Agreement (including Article 7), (c) and (d), solely for the purpose of determining whether upon an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as a result of the end of any fiscal quarter Borrower’s failure to comply with Section 6.15(a) above, the Borrower shall have the right (the “Cure Right”) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such fiscal quarter, a “Cure Quarter”), any other equity contribution (in the form of Qualified Capital Stock) made to be on terms reasonably acceptable to the Borrower after Administrative Agent)) during such Fiscal Quarter or thereafter until the last day of such Cure Quarter and on or prior to the tenth (10th) date that is 15 Business Day Days after the date on which that financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b)) with for Cash or otherwise receive Cash contributions in respect to of such applicable fiscal quarter equity (the “Cure Expiration DateAmount”), and such cash will, if so designated by thereupon the Borrower, ’s compliance with Section 6.15(a) shall be included recalculated giving effect to the following pro forma adjustment: Consolidated Adjusted EBITDA shall be increased (notwithstanding the absence of an addback in the calculation definition of “Consolidated EBITDA Adjusted EBITDA”), solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 at 6.15(a) hereof, including determining compliance with Section 6.15(a) hereof as of the end of such fiscal quarter Fiscal Quarter and applicable subsequent periods that include such Fiscal Quarter, by an amount equal to the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount. If, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect after giving effect to the covenants contained in Article VI. Any reduction in Indebtedness foregoing recalculations (includingbut not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the prepayment requirements of the Loans in accordance with Section 2.10(d)(ii)6.15(a) with the proceeds of any Equity Cure Contribution shall be ignored for purposes satisfied, then the requirements of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A6.15(a) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter Fiscal Quarter with the same effect as though there had been no failure to comply with therewith at such date, and the Financial Covenants under applicable breach or default of Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 6.15(a) that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period of the Borrower there shall be at least two Fiscal Quarters in which the Cure Right is not to have occurred exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of the Loan Documentscomplying with Section 6.15(a), (Biv) upon receipt by the Administrative Agent Agent’s receipt of a written notice from the Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th Business Day following the date that financial statements for the Fiscal Quarter to which such Notice of Intent to Cure prior relates are required to the Cure Expiration Datebe delivered, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by neither the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent (or any sub agent therefore) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (or any sub-agent therefor) nor any other Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of an such Event of Default having occurred and being continuing under Section 6.15(a) and (v)(A) during any Test Period in which the Cure Amount is included in the calculation of Consolidated Adjusted EBITDA pursuant to any exercise of the Cure Right, such Cure Amount shall be counted solely as an increase to Consolidated Adjusted EBITDA (and not as a result reduction to Indebtedness (directly through repayment or indirectly through netting) in the Fiscal Quarter during which such Cure Amount is contributed) for the purpose of a violation determining the Borrower’s compliance with Section 6.15(a) and (B) the Cure Amount shall be disregarded for any other purpose, including for purposes of determining the satisfaction of any financial ratio-based condition, pricing, the availability of any basket under Article 6 of this Agreement and determination of the Financial Covenants set forth in Section 6.10Available Amount and Available Excluded Contribution Amount. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. For purposes of determining compliance with clause (a) Notwithstanding anything to the contrary contained in of this Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”)6.21, any cash equity contribution (in which equity shall be common equity or other equity on terms reasonably acceptable to the form of Qualified Capital StockAdministrative Agent) made to the Borrower after the last day of such Cure Quarter and on or prior to the tenth day that is ten (10th10) Business Day Days after the date day on which financial statements are required to be delivered for a fiscal quarter pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter 5.1 hereof (the “Cure Expiration Date”)) and designated on the date of such contribution as a “Specified Equity Contribution” (each such designation, and such cash an “Equity Cure”) will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA minimum Cash for such fiscal month, as applicable, for the purposes of determining compliance with the Financial Covenants set forth in clause (a) of this Section 6.10 at the end of such fiscal quarter and the month or applicable subsequent three periods including such fiscal quarters month (any such equity contribution so included in the calculation of Consolidated EBITDAcontribution, an a “Specified Equity Cure Contribution”), and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such no more than one Specified Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure may be made in any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (xii) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three four Specified Equity Cure Contributions may be made during the term of this Agreement. , (diii) No the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Borrower to be in compliance with clause (a) of this Section 6.21, (iv) all Specified Equity Contributions shall be disregarded for all other purposes herein other than determining compliance with the covenants in clause (a) of this Section 6.21 and shall not result in any pro forma reduction of Indebtedness with respect to the fiscal quarter with respect to which such Specified Equity Contribution was made, and (v) no Lender shall be required to make any extension of credit hereunder if an Event of Default under the covenants set forth in Section 6.12(a) has occurred and is continuing during the ten (10) Business Day period during which the Borrower may exercise an Equity Cure unless and until the Specified Equity Contribution for any fiscal quarter is actually received. No Default, Event of Default or potential Event of Default shall be greater than $2,000,000exist with respect to a breach of Section 6.21(a) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received.

Equity Cure. In the event that the Borrower fails to comply with Section 9.01(a) for any four fiscal quarter period, then until the expiration of the fifteenth (a15th) Notwithstanding anything Business Day following delivery of financial statements with respect to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of any applicable fiscal quarter (such or fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stock) made to the Borrower after year ending on the last day of such Cure Quarter period, the Borrower shall be permitted to cure such failure to comply by requesting that such financial covenant be recalculated by increasing EBITDAX of the fiscal quarter most recently ended by an amount equal to cash equity contributions (which shall be in the form of common equity or, if on terms and on or prior conditions reasonably acceptable to the tenth (10thAdministrative Agent, preferred equity) Business Day after received by Borrower from its equity holders needed to bring the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by Borrower, be included Borrower in the calculation of Consolidated EBITDA for the purposes of determining compliance with Section 9.01(a). If, after giving effect to the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution”, and the amount of such Equity Cure Contributionforegoing recalculations, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution Borrower shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to then be in compliance with the Financial Covenants under requirements of the financial covenant set forth in Section 6.10 at the end of such fiscal quarter9.01(a), the Financial Covenants under Section 6.10 Borrower shall be deemed to have satisfied and complied with the requirements of such applicable financial covenant as of the end relevant earlier required date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply with therewith at such date, and the Financial Covenants under Section 6.10 and applicable breach or default of any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 such covenant that had occurred shall be deemed not to have occurred cured for purposes of this Agreement and the other Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is . The Borrower may not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the equity cure right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth described in this Section 6.10. 9.01(c) more than (bi) In each twice in any period of four consecutive fiscal quarters, (x4) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and or (yii) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made four (4) times in the aggregate during the term of this Agreement. (d. The proceeds of such equity issuance or capital contributions shall be counted as EBITDAX solely for the purpose of compliance with the financial covenant set forth in Section 9.01(a) No Equity Cure Contribution and shall not be included for any fiscal quarter shall be greater than $2,000,000other purpose hereunder.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Agreement, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under compliance with the Financial Covenants financial covenants set forth in this Section 6.10 as of 6.25 and not for any other purpose, cash equity contributions (which equity shall be common equity or otherwise in a form reasonably acceptable to the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital StockAgent) made by the Permitted Investors to the Borrower after the last day beginning of such Cure the relevant Fiscal Quarter and on or prior to the tenth day that is ten (10th10) Business Day Days after the date day on which financial statements are required to be delivered for such Fiscal Quarter pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash 6.1 will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 Interest Coverage Ratio and Leverage Ratio at the end of such fiscal quarter Fiscal Quarter and the applicable subsequent three fiscal quarters periods which include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) such Equity Cure Contribution is not used to increase the Cumulative Amountin each four (4) consecutive Fiscal Quarter periods, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters (2) Fiscal Quarters in respect of which no Specified Equity Cure Contribution is made and made, (yb) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three four (4) Specified Equity Cure Contributions prior to the Facility Termination Date, and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Interest Coverage Ratio and Leverage Ratio; provided that notwithstanding the foregoing, until the cash from such Specified Equity Contribution is received by the Borrower, there shall be no additional Advances made during the term and no additional Letters of Credit shall be issued under this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything In the event the Loan Parties fail to comply with the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants financial covenants set forth in Section 6.10 7.11(a) or (b) as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stock) made to the Borrower after the last day of such Cure Quarter and any fiscal quarter, any cash equity contribution to the Borrowers (funded with proceeds of common equity issued by Holdings or a parent entity thereof or other equity issued by Holdings or a parent entity thereof) on or prior to the tenth day that is ten (10th10) Business Day days after the date day on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable for that fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by Borrowerat the irrevocable election of the Borrowers, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 such covenant at the end of such fiscal quarter and the any subsequent three period that includes such fiscal quarters quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) such notice of the Borrowers’ intent to make a Specified Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (b) in accordance each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in 137 AmericasActive:19597686.5 compliance with Section 2.10(d)(iisuch covenants, (d) to prepay the Loans. All all Specified Equity Cure Contributions shall will be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quartersall other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDA, (e) there shall be no more than four (4) Specified Equity Contributions made in the determination of aggregate after the Cumulative Amount and all components thereof and Restatement Date, (f) any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) prepaid with the proceeds of any Specified Equity Cure Contribution Contributions shall be ignored deemed outstanding for purposes of determining compliance with such covenants for the Financial CovenantsFiscal Quarter being cured and the next three (3) fiscal quarters, and (g) the proceeds received by the Borrowers from each Specified Equity Contribution will be promptly used by the Borrowers to prepay the Term Loans. Notwithstanding anything to From the contrary contained in Section 8.01, (A) upon receipt effective date of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end delivery of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure cure notice to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent until the date that is ten (10) days after the day on which the applicable financial statements are required to Cure prior to the Cure Expiration Datebe delivered, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by neither the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or nor any Lender shall exercise the right to impose a default interest rate, accelerate the Loans Obligations, terminate the Revolving Credit Commitment or to foreclose on exercise any other right or remedy against the Collateral Loan Parties or any of their Subsidiaries or any of their respective properties solely on the basis of an Event of Default having occurred under Section 8.01(b) as a result of a violation the Loan Parties’ failure to comply with the financial covenants referenced in such cure notice; provided that for purposes of determining the satisfaction of the Financial Covenants set forth in conditions precedent to a borrowing under the Revolving Credit Commitments pursuant to Section 6.10. (b) In each period of four consecutive fiscal quarters4.02, (x) there a Default shall be at least two consecutive fiscal quarters in which no deemed to exist. Upon receipt by Borrowers of the Specified Equity Cure Contribution is made and (y) there shall not be Contribution, any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There applicable Default or Event of Default shall be no more than three Equity Cure Contributions made during the term of this Agreementdeemed to have been cured. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose For purposes of determining whether an Event of Default has occurred under compliance with the Financial Covenants financial covenant set forth in Section 6.10 7.03(c) as of the end last day of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any cash equity contribution (in the form of Qualified Capital Stock) made to the Borrower (funded with proceeds of common equity issued by the Borrower) after the last day of such Cure Quarter fiscal quarter and on or prior to the tenth day that is ten (10th10) Business Day days after the date day on which financial statements are required to be delivered for that fiscal quarter pursuant to Section 5.01(a7.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash ) will, if so designated by at the irrevocable election of the Borrower, be included in the calculation of the numerator of Consolidated EBITDA Debt Service Coverage Ratio solely for the purposes of determining compliance with the Financial Covenants set forth such covenant in Section 6.10 7.03(c) (each an “Equity Cure”) at the end of such fiscal quarter (each, a “Cure Quarter”) and the any subsequent three fiscal quarters period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDAincluded, an a “Specified Equity Cure Contribution”); provided that (a) notice of the Borrower’s intent to accept a Specified [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Equity Contribution shall be delivered by the Borrower no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, and (b) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal consecutive quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with such Equity Cure Contribution, financial covenant (the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (iid) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such all Specified Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall will be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA Debt Service Coverage Ratio for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quartersall other purposes, including pro forma calculations or conditions, (e) there shall be no more than two (2) Specified Equity Contributions made in the determination of aggregate after the Cumulative Amount Closing Date, and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)f) with the proceeds of any received by Borrower from all Specified Equity Cure Contribution Contributions shall be ignored for purposes of determining compliance with held in a DACA Account until the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be has been in compliance with 7.03(c) (without giving effect to the Financial Covenants under Section 6.10 at the end of such Specified Equity Contributions) for two (2) consecutive fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by quarters. Upon the Administrative Agent Agent’s receipt no later than the Cure Expiration Date of notice from the Borrower of its intent to receive a Notice of Intent Specified Equity Contribution pursuant to Cure this Section 7.03(d), then, unless the Specified Equity Contribution is not made on or prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on neither the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or Agents nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred as a result of a violation and being continuing under Sections 7.03(c) in respect of the Financial Covenants set forth in Section 6.10period ending on the last day of such Fiscal Quarter. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to Cash proceeds from the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as equityholders of the end Borrower with respect to a sale of, or contribution to, equity (which equity shall be common equity, “qualified” preferred equity or other equity other than Disqualified Stock of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form Borrower) of Qualified Capital Stock) made to the Borrower made after the last day of such Cure Quarter Effective Date and on or prior to the tenth (10th) date that is 10 Business Day Days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a10.3(a) or (b10.3(b) with respect to such applicable fiscal quarter any Fiscal Quarter (the “Cure Expiration Date”) (and such cash proceeds shall not have been applied or used for any other purpose (including, without limitation, as an increase to or usage of the Available Amount pursuant to the definition thereof or to effectuate an equity cure pursuant to this section in any other Fiscal Quarter), and such cash willare not restricted for any purpose and remain available in accounts of the Borrower) may, if so designated by Borrowerwritten notice from the Borrower to the Administrative Agent prior to the Cure Date, be included in the calculation of Consolidated EBITDA for the applicable 12 month period for the purposes of determining compliance with the Financial Covenants covenant set forth in Section 6.10 10.7.2 at the end of such fiscal quarter Fiscal Quarter and the applicable subsequent three fiscal quarters periods that include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) such a Specified Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated counted only as EBITDA and solely for the purpose of determining compliance with the Financial Covenants covenant set forth in Section 6.10 at the end of such fiscal quarter 10.7.2 and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and shall not be included for any baskets other purpose with respect to any Fiscal Quarter in which it is included in EBITDA, (b) the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds amount of any Specified Equity Cure Contribution shall be ignored for purposes of determining compliance with no greater than the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary required to cause the Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarterfinancial covenants, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There there shall be no more than three five (5) Specified Equity Cure Contributions made during the term of this Agreement. Agreement and no more than two (2) Specified Equity Contributions made during any four consecutive Fiscal Quarters, (d) No there shall be no pro forma reduction in Debt as a result of any prepayments of Debt with the proceeds of any Specified Equity Cure Contribution for determining compliance with the covenant under Section 10.7.1 or 10.7.2 as of and for the Fiscal Quarter with respect to which such Specified Equity Contribution is made; provided that such Specified Equity Contribution shall reduce Debt in future fiscal quarters to the extent used to prepay any fiscal quarter shall applicable Debt, and (e) for the avoidance of doubt, any cash proceeds from any sale of, or contribution to, such equity that are not applied as a Specified Equity Contribution in respect of any Fiscal Quarter and are not applied or used for any purpose may be greater than $2,000,000available in future Fiscal Quarters for use as a Specified Equity Contribution, subject to the terms and conditions above.

Equity Cure. For purposes of determining compliance with clauses (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (cb) and (d), solely for the purpose c) of determining whether an Event of Default has occurred under the Financial Covenants set forth in this Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”)6.12, any cash equity contribution (in which equity shall be common equity or other equity on terms reasonably acceptable to the form of Qualified Capital StockAdministrative Agent) made to the Borrower after the last day of such Cure Quarter and (either directly or indirectly) on or prior to the tenth day that is ten (10th10) Business Day Days after the date day on which financial statements are required to be delivered for a fiscal quarter or fiscal year pursuant to Section 5.01(a5.01 hereof and designated on the date of such contribution as a “Specified Equity Contribution” (each such designation, an “Equity Cure”) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants set forth in clauses (a), (b) and (c) of this Section 6.10 at the end of such fiscal quarter or fiscal year and the applicable subsequent three fiscal quarters periods (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”), and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such no more than two Specified Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure Contributions may be made in any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (xii) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three five Specified Equity Cure Contributions may be made during the term of this Agreement. , (diii) No the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause Holdings to be in compliance with clauses (a), (b) and (c) of this Section 6.12, (iv) all Specified Equity Contributions shall be disregarded for all other purposes herein other than determining compliance with the covenants in clauses (a), (b) and (c) of this Section 6.12 and shall not result in any pro forma reduction of Indebtedness or increase in cash with respect to the fiscal quarter with respect to which such Specified Equity Contribution was made, and (v) no Lender or Issuing Bank shall be required to make any extension of credit hereunder if an Event of Default under the covenants set forth in Sections 6.12(a), (b) or (c) has occurred and is continuing during the ten (10) Business Day period during which Borrower may exercise an Equity Cure unless and until the Specified Equity Contribution for any fiscal quarter shall be greater than $2,000,000is actually received.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Agreement, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under compliance with the Financial Covenants financial covenants set forth in this Section 6.10 as of 6.29 and not for any other purpose, cash equity contributions (which equity shall be common equity or otherwise in a form reasonably acceptable to the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital StockAgent) made by (x) prior to the A&E Effective Date, Riverstone Holdings and (y) from and after the A&E Effective Date, the Permitted Investors to the Borrower after the last day beginning of such Cure the relevant Fiscal Quarter and on or prior to the tenth day that is ten (10th10) Business Day Days after the date day on which financial statements are required to be delivered for such Fiscal Quarter pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash 6.1 will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 Interest Coverage Ratio and Leverage Ratio at the end of such fiscal quarter and the applicable subsequent three fiscal quarters periods which include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amountthat, (iia) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quartersFiscal Quarter periods, (x) there shall be at least two consecutive fiscal quarters Fiscal Quarters in respect of which no Specified Equity Cure Contribution is made and made, (yb) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three four Specified Equity Cure Contributions prior to the Facility Termination Date, and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Interest Coverage Ratio and Leverage Ratio; provided that, notwithstanding the foregoing, until the cash from such Specified Equity Contribution is received by the Borrower, there shall be no additional Advances made during the term and no additional Letters of Credit shall be issued under this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.”

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.016.1, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under the Financial Covenants financial covenant set forth in Section 6.10 as of the end of 6.1 for any fiscal quarter (such fiscal quarter, a “Cure Quarter”)any Capital Contribution made to, any equity contribution (in the form of Qualified Capital Stock) made to and actually received by, the Borrower after the last day of such Cure Quarter fiscal quarter and on or prior to the tenth (10th) Business Day after the date day on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by Borrower, be included in the calculation of Consolidated EBITDA hereunder for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDAwill, an “Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination request of the Cumulative Amount and all components thereof and any baskets with respect Borrower (delivered to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent in the form of a Notice of Intent to Cure prior to the Cure Expiration Dateday on which financial statements are required to be delivered hereunder for such fiscal quarter), be included in the calculation of Operating Cash Available for Debt Service solely for the purposes of determining compliance with the financial covenant set forth in Section 6.1 at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution, a “Specified Capital Contribution”); provided that (i) no Default or Event more than two Specified Capital Contributions may be made during any fiscal year and no more than four Specified Capital Contributions may be made during the term of Default this Agreement, (ii) Specified Capital Contributions may not be made in consecutive fiscal quarters, (iii) the amount of any Specified Capital Contribution shall not exceed the lesser of (A) the amount required to cause the Restricted Parties to be in compliance with such financial covenant for such fiscal quarter and (B) 10% of Operating Cash Available for Debt Service (without giving effect to such Specified Capital Contribution) for the Reference Period to which such Specified Capital Contribution relates, (iv) all Specified Capital Contributions will be disregarded for all other purposes under this Agreement (including, for the avoidance of doubt, any other calculation of the Debt Service Coverage Ratio hereunder) and the Credit Documents and shall not be deemed to have occurred on decreased Indebtedness for any period in which such contribution increased Operating Cash Available for Debt Service, (v) the basis Net Cash Proceeds of any failure each Specified Capital Contribution shall be applied to comply with prepay the Financial Covenants under principal balance of the Loans and (vi) upon the Administrative Agent’s receipt of a written notice from the Borrower that it intends to exercise the cure right set forth in this Section 6.10 until such failure is not cured pursuant 8.4 (a “Notice of Intent to the Cure”) (which Notice of Intent to Cure shall be irrevocable and must be delivered to the Administrative Agent after the last day of the fiscal quarter in respect of which such cure right is to be exercised and on or prior to the Cure Expiration Date and (C) upon receipt by day on which financial statements are required to be delivered hereunder for such fiscal quarter), until the Administrative Agent of a day on which the financial statements have been or are required to be delivered hereunder for the fiscal quarter to which such Notice of Intent to Cure prior to the Cure Expiration Daterelates, none of the Administrative Agent, the Collateral Agent or nor any Lender shall exercise the right to accelerate the Loans or Obligations and none of the Administrative Agent nor any Lender shall exercise any right to foreclose on the or take possession of any Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 8.1(b) as a result of a violation breach of the Financial Covenants financial covenant set forth in Section 6.10. 6.1 (b) In each period provided that an Event of four consecutive fiscal quarters, (x) there Default shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made deemed to have occurred during the term such period for all other purposes of this Agreement, including Section 3.2 hereof, and the other Credit Documents unless and until cured in accordance with this Section). (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything In the event the Loan Parties fail to comply with the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants financial covenants set forth in Section 6.10 7.19.2 or Section 7.19.3 as of the end last day of any fiscal quarter (such fiscal quarter, a “Cure Fiscal Quarter”), any cash equity contribution (in the form funded with proceeds from a sale of issuance of Qualified Capital StockStock of the Borrower) made to the capital of the Borrower after the last day of such Cure Fiscal Quarter and on or prior to the tenth (10th) day that is 10 Business Day Days after the date day on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash for that Fiscal Quarter will, if so designated by at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth such covenants in Section 6.10 7.19.2 or Section 7.19.3 at the end of such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”) and the any subsequent three fiscal quarters period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”); provided that (a) notice of the Borrower’s intent to accept a Specified Equity Contribution shall be delivered by the Borrower to the Agent and the Lenders no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, and (b) in each consecutive four Fiscal Quarter period there will be at least two Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than 100% of the amount required to cause the Loan Parties to be in compliance with such Equity Cure Contribution, financial covenants (the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (iid) such Cure Amount does not exceed there shall be no more than four Specified Equity Contributions made in the amount necessary to cure any Event of Default under aggregate after the Financial Covenants as at Closing Date, (e) the end of such applicable fiscal quarter and (iii) Borrower shall immediately apply the proceeds of such a Specified Equity Cure Contribution shall be applied to prepay the Loans in accordance with Section 2.10(d)(ii2.4.2(b) to prepay the Loans. All Equity Cure Contributions and (f) there shall be disregarded no reduction in Debt in connection with any Specified Equity Contribution (or the application of the proceeds thereof, including application of such proceeds for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA cash netting) for the purpose of determining compliance with Section 7.19.2 or Section 7.19.3 for the Financial Covenants set forth in Section 6.10 at period ending on the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination last day of the Cumulative Amount and all components thereof and applicable Cure Quarter; provided that following any baskets with respect to prepayment of the covenants contained in Article VI. Any Loans pursuant Section 2.4.2(b) there shall be a reduction in Indebtedness Debt for determining compliance with Section 7.19.2 and Section 7.19.3 in future Fiscal Quarters, where such Cure Quarter is included in the applicable test period (includingbut, for the avoidance of doubt, there shall be no de-leveraging credit for the prepayment period ending on the last day of the Cure Quarter in respect of which the Specified Equity Contribution is exercised). Upon the Agent’s receipt of notice from the Borrower of its intent to make a Specified Equity Contribution pursuant to this Section 7.20 no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, then, until the day that is 10 Business Days after such date, (x) neither the Agent nor any Lender shall exercise the right to accelerate the Loans in accordance with Section 2.10(d)(ii)and neither the Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral and (y) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding notwithstanding anything to the contrary contained herein, the Default Rate shall not be applicable, in Section 8.01each case, (A) upon receipt solely on the basis of an Event of Default having occurred and being continuing as a result of the Cure Amount by Borrower in an amount necessary to cause Borrower Borrower’s failure to be in compliance with the Financial Covenants under financial covenants set forth in Section 6.10 at 7.19.2 or Section 7.19.3 in respect of the end period ending on the last day of such fiscal quarterFiscal Quarter. If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Debt in connection therewith), the Financial Covenants under Borrower is in compliance with the financial covenants set forth in Section 6.10 7.19.2 and Section 7.19.3, the Borrower shall be deemed to have satisfied and complied with the requirements of Section 7.19 as of the end relevant date of the relevant fiscal quarter determination with the same effect as though there had been no failure to comply with on such date, and the Financial Covenants under applicable breach or default of Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 7.19 that had occurred shall be deemed not to have occurred cured for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01clause (a) above, but subject to Sections 8.03(b), (c) and (d), solely for in the purpose of determining whether an Event of Default has occurred under event that the Financial Covenants Leverage Covenant is greater than the amount set forth in Section 6.10 as of the end of any fiscal quarter clause (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stocka) made to the Borrower after on the last day of any applicable four fiscal quarter period, the proceeds of any cash common equity contribution made to the Company received during, or after the end of, the last fiscal quarter of such Cure Quarter four fiscal quarter period and on or prior to the tenth (10th) day that is 10 Business Day Days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to for such applicable four fiscal quarter period and not otherwise applied for any other purpose hereunder (such date, the “Cure Expiration End Date”), and such cash ) will, if so designated at the request of the Company pursuant to a written notice delivered to the holders stating the Company’s intent to cure such breach of the Leverage Covenant by Borrowermaking a Specified Equity Contribution (defined below) in accordance with this clause (c) (such notice, a “Cure Notice”), be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 Leverage Covenant at the end of such four fiscal quarter period and the any subsequent three period that includes a fiscal quarters quarter in such four fiscal quarter period (any such equity contribution contribution, a “Specified Equity Contribution”); provided that: (i) no remedies may be exercised under Section 12 or otherwise in respect of an Event of Default under clause (a) above unless the applicable Specified Equity Contribution shall not have been made on or prior to the Cure End Date; (ii) the Company shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDAAdjusted EBITDA with respect to any fiscal quarter unless, an “after giving effect to such requested Specified Equity Cure Contribution”, and there would be at least two fiscal quarters in the relevant four fiscal quarter period in which no Specified Equity Contribution has been made; (iii) no more than six Specified Equity Contributions will be made in the aggregate; (iv) the amount of such any Specified Equity Cure Contribution, Contribution will be no greater than the “Cure Amount”); provided that minimum amount required to cause the Company to be in pro forma compliance with the Leverage Covenant; (iv) such any Specified Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall Contributions will be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA counted solely for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter Leverage Covenant, and the subsequent three fiscal quarters, proceeds thereof will be disregarded for all other purposes hereunder (including determining the determination availability or amount of the Cumulative Amount any basket or carve-out and all components thereof and any baskets with respect to the covenants contained in Article VI. Any pricing); (vi) there shall be no pro forma reduction in Indebtedness or Consolidated Total Net Debt (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)by netting or otherwise) with the proceeds of any Specified Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to Leverage Covenant for the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with for which such Specified Equity Contribution was made; and (vii) any Cure Notice may be delivered at any time during the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default then-applicable fiscal quarter or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure thereafter but prior to the Cure Expiration End Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.016.1, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of any fiscal quarter Section 5.1 (such fiscal quarter, a “Cure Quarter”a)(iii), any equity cash contribution (in the form of Qualified Capital Stockcommon equity or subordinated debt) made to the Borrower after the last day of such Cure Quarter any calendar month and on or prior to the tenth day that is fifteen (10th15) Business Day Days after written notice from the date on which financial statements are required to be delivered pursuant to Administrative Agent that the Borrower is not in compliance with Section 5.01(a5.1(a)(iii) or (b) with respect to such applicable fiscal quarter (as of the “Cure Expiration Date”), and such cash end of the most recently ended calendar month will, if at the request of the Borrower and to the extent so designated by Borrowerrequested, be included in the calculation of Consolidated EBITDA such covenants by increasing the Adjusted Tangible Net Worth of the Borrower (or reducing the amount of Corporate Debt to the extent such amounts are utilized to pay down Corporate Debt) solely for the purposes purpose of determining compliance with the Financial Covenants Corporate Debt to Tangible Net Worth Ratio covenant set forth in at Section 6.10 5.1(a)(iii) at the end of such fiscal quarter period and the any subsequent three fiscal quarters period that includes such period (any such equity cash contribution to the extent so included in requested by the calculation of Consolidated EBITDABorrower to be included, an a “Equity Cure Specified Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure no more than eight Specified Contributions will be made in the aggregate, and (ii) all Specified Contributions will be disregarded for all other purposes under the Transaction Documents (including for purposes of determining other items governed by reference to any of the Financial Covenants or the components thereof); and provided further that with respect to any Specified Contribution is in the form of subordinated debt, (i) it does not used mature prior to increase the Cumulative AmountMaturity Date, (ii) such Cure Amount does not exceed it is subordinated to the amount necessary Liens securing the Obligations created pursuant to cure any Event the terms of Default under this Agreement on terms reasonably acceptable to the Financial Covenants as at the end of such applicable fiscal quarter and Administrative Agent, (iii) the proceeds interest thereon is payable-in-kind (allowing for deferment of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion interest payments and/or payment in the calculation form of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth additional debt rather in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarterscash), including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (Civ) upon receipt by the Administrative Agent of a Notice of Intent it is otherwise on terms reasonably acceptable to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.016.1, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”)5.1(a)(iii) , any equity cash contribution (in the form of Qualified Capital Stockcommon equity or subordinated debt) made to the Borrower after the last day of such Cure Quarter any calendar month and on or prior to the tenth day that is fifteen (10th15) Business Day Days after written notice from the date on which financial statements are required to be delivered pursuant to Administrative Agent that the Borrower is not in compliance with Section 5.01(a5.1(a)(iii) or (b) with respect to such applicable fiscal quarter (as of the “Cure Expiration Date”), and such cash end of the most recently ended calendar month will, if at the request of the Borrower and to the extent so designated by Borrowerrequested, be included in the calculation of Consolidated EBITDA such covenants by increasing the Adjusted Tangible Net Worth of the Borrower (or reducing the amount of Corporate Debt to the extent such amounts are utilized to pay down Corporate Debt) solely for the purposes purpose of determining compliance with the Financial Covenants Corporate Debt to Tangible Net Worth Ratio covenant set forth in at Section 6.10 5.1(a)(iii) at the end of such fiscal quarter period and the any subsequent three fiscal quarters period that includes such period (any such equity cash contribution to the extent so included in requested by the calculation of Consolidated EBITDABorrower to be included, an a “Equity Cure Specified Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure no more than eight Specified Contributions will be made in the aggregate, and (ii) all Specified Contributions will be disregarded for all other purposes under the Transaction Documents (including for purposes of determining other items governed by reference to any of the Financial Covenants or the components thereof); and provided further that with respect to any Specified Contribution is in the form of subordinated debt, (i) it does not used mature prior to increase the Cumulative AmountMaturity Date, (ii) such Cure Amount does not exceed it is subordinated to the amount necessary Liens securing the Obligations created pursuant to cure any Event the terms of Default under this Agreement on terms reasonably acceptable to the Financial Covenants as at the end of such applicable fiscal quarter and Administrative Agent, (iii) the proceeds interest thereon is payable-in-kind (allowing for deferment of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion interest payments and/or payment in the calculation form of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth additional debt rather in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarterscash), including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (Civ) upon receipt by the Administrative Agent of a Notice of Intent it is otherwise on terms reasonably acceptable to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. Cash proceeds from the Parent with respect to a sale of, or contribution to, equity (awhich equity shall be common equity, “qualified” preferred equity or other equity other than Disqualified Stock) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of Borrower or any fiscal quarter (such fiscal quarter, a “Cure Quarter”), Subsidiary Guarantor with respect to any equity contribution (in the form of Qualified Capital Stock) Fiscal Quarter made to the Borrower after the last day of such Cure Quarter and on or prior to the tenth (10th) date that is 10 Business Day Days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to 10.3 for such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by Borrower, Fiscal Quarter will be included in the calculation of Consolidated EBITDA for the applicable 24-month period (in the case of the Total Leverage Ratio) or the applicable 12-month period (in the case of the Fixed Charge Coverage Ratio) for the purposes of determining compliance with the Financial Covenants covenants set forth in Section 6.10 Sections 10.7.1 and 10.7.2 at the end of such fiscal quarter Fiscal Quarter and the applicable subsequent three fiscal quarters periods that include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) such a Specified Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated counted only as EBITDA and solely for the purpose of determining compliance with the Financial Covenants covenants set forth in Sections 10.7.1 and 10.7.2 and shall not be included for any other purpose with respect to any Fiscal Quarter in which it is included in EBITDA and (b) if any Restricted Payment is made in reliance upon Section 6.10 at 10.15(d)(ii)(y), the end amount of such fiscal quarter and Restricted Payment shall, upon the subsequent three fiscal quartersmaking of such Restricted Payment, including be excluded from the determination calculation of the Cumulative Amount and all components thereof and any baskets EBITDA with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, fiscal quarter for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any which such Specified Equity Cure Contribution shall be ignored was made for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants covenants set forth in Section 6.10Sections 10.7.1 and 10.7.2. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.016.1, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”5.1(a)(iii), any equity cash contribution (in the form of Qualified Capital Stockcommon equity or subordinated debt) made to the Borrower after the last day of such Cure Quarter any calendar month and on or prior to the tenth day that is fifteen (10th15) Business Day Days after written notice from the date on which financial statements are required to be delivered pursuant to Administrative Agent that the Borrower is not in compliance with Section 5.01(a5.1(a)(iii) or (b) with respect to such applicable fiscal quarter (as of the “Cure Expiration Date”), and such cash end of the most recently ended calendar month will, if at the request of the Borrower and to the extent so designated by Borrowerrequested, be included in the calculation of Consolidated EBITDA such covenants by increasing the Adjusted Tangible Net Worth of the Borrower (or reducing the amount of Corporate Debt to the extent such amounts are utilized to pay down Corporate Debt) solely for the purposes purpose of determining compliance with the Financial Covenants Corporate Debt to Tangible Net Worth Ratio covenant set forth in at Section 6.10 5.1(a)(iii) at the end of such fiscal quarter period and the any subsequent three fiscal quarters period that includes such period (any such equity cash contribution to the extent so included in requested by the calculation of Consolidated EBITDABorrower to be included, an a “Equity Cure Specified Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure no more than eight Specified Contributions will be made in the aggregate, and (ii) all Specified Contributions will be disregarded for all other purposes under the Transaction Documents (including for purposes of determining other items governed by reference to any of the Financial Covenants or the components thereof); and provided further that with respect to any Specified Contribution is in the form of subordinated debt, (i) it does not used mature prior to increase the Cumulative AmountMaturity Date, (ii) such Cure Amount does not exceed it is subordinated to the amount necessary Liens securing the Obligations created pursuant to cure any Event the terms of Default under this Agreement on terms reasonably acceptable to the Financial Covenants as at the end of such applicable fiscal quarter and Administrative Agent, (iii) the proceeds interest thereon is payable-in-kind (allowing for deferment of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion interest payments and/or payment in the calculation form of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth additional debt rather in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarterscash), including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (Civ) upon receipt by the Administrative Agent of a Notice of Intent it is otherwise on terms reasonably acceptable to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.. ARTICLE VIIARTICLE VII

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.0111.1, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under the Financial Covenants any financial covenant set forth in Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”)Article VIII, any cash equity contribution (in the form of Qualified Capital Stockcommon equity or other equity having terms reasonably acceptable to the Agent) made to Partners (and immediately contributed to the Borrower after the last day of such Cure Quarter and as cash common equity) on or prior to the tenth (10th) date that is 10 Business Day Days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to for such applicable fiscal quarter (the “Cure Expiration Date”), and such cash ) will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants financial covenants set forth in Section 6.10 Article VIII at the end of such fiscal quarter and the any subsequent three period that includes such fiscal quarters quarter (any such equity contribution contribution, a “Specified Equity Contribution”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDAEBITDA with respect to any fiscal quarter unless, an “after giving effect to such requested Specified Equity Cure Contribution”, (i) in any four consecutive fiscal quarters, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made and (ii) no more than four Specified Equity Contributions will be made in the aggregate over the life of this Agreement, (b) the amount of such any Specified Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed will be no greater than the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary required to cause the Borrower to be in compliance with the Financial Covenants under Section 6.10 at financial covenants set forth in Article VIII for the end of such relevant fiscal quarter, and (c) all Specified Equity Contributions will be disregarded for all other purposes under the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred Credit Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, Applicable Percentage and other items governed by reference to Consolidated EBITDA). To the Loan Documentsextent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default such Indebtedness shall not be deemed to have occurred on been repaid for purposes of calculating any financial covenant set forth in Article VIII for the basis fiscal quarter in respect of any failure which such Specified Equity Contribution is made and the next three fiscal quarters thereafter. If the Borrower has notified the Agent that it intends to comply exercise the cure right contemplated by this Section 11.5, and the cure right is otherwise available to the Borrower in accordance with the Financial Covenants under provisions of this Section 6.10 11.5, then until the earlier of (i) the date on which such failure cure right is not cured pursuant to the Notice exercised and (ii) passage of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by without the Administrative requisite Specified Equity Contribution having been made in compliance with this Section, neither the Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Agent, any Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred as a result of a violation and continuing under Article VIII.” (r) Section 14.9 of the Financial Covenants set forth Credit Agreement is hereby amended by amending and restating the first sentence of the proviso immediately following clause (i) thereof in Section 6.10. its entirety as follows: “provided further, that (bi) In each period no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of four consecutive fiscal quartersthe Issuing Bank under this Credit Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Loan Lender in addition to the Lenders required above, affect the rights or duties of the Swing Loan Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Credit Agreement or any other Credit Document; (iv) the Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (xv) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there the consent of the Borrower shall not be required for any Equity Cure Contributions made amendment, modification or waiver of the provisions of Article XIII (other than the provisions of Section 13.9), (vi) the Agent and the Borrower shall be permitted to amend any provision of the Credit Documents (and such amendment shall become effective without any further action or consent of any other party to any Credit Document) if the Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any two consecutive fiscal quarterssuch provision, and (vii) the Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Credit Documents or enter into additional Credit Documents as the Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 4.8(b) in accordance with the terms of Section 4.8(b).” (cs) There shall be no more than three Equity Cure Contributions made during Section 14.24 of the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.Credit Agreement is hereby amended and restated in its entirety as follows:

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.016.7, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under compliance with the Financial Covenants financial covenants set forth in this Section 6.10 as of the end of any fiscal quarter (such fiscal quarter6.7, a “Cure Quarter”), any cash equity contribution in Parent (in the form of a cash contribution or in exchange for Qualified Capital Stock) made to the Borrower after the last day commencement of such Cure the applicable Fiscal Quarter and on or prior to the tenth (10th) Business Day day that is ten days after the date day on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to for such applicable fiscal quarter (the “Cure Expiration Date”), and such cash Fiscal Quarter will, if so designated by Borrowerat the request of Parent, which request will be made at the time of contribution, be included in the calculation of Consolidated Combined EBITDA for the purposes of determining the Leverage Ratio and the Interest Coverage Ratio and as Cash and Cash Equivalents in the definition of Value for purposes of determining the Net Indebtedness to Value Ratio, in each case solely for purposes of determining compliance with the Financial Covenants set forth in Section 6.10 such financial covenants at the end of such fiscal quarter Fiscal Quarter and the applicable subsequent three fiscal quarters periods that include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDACombined EBITDA or Value, an as the case may be, a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia)(i) such Parent shall not be permitted to so request that a Specified Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion included in the calculation of Consolidated Combined EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter or as Cash and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets Cash Equivalents as described above with respect to the covenants contained in Article VI. Any reduction in Indebtedness (includingany Fiscal Quarter unless, for the avoidance of doubtafter giving effect to such requested Specified Equity Contribution, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall there will be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters Fiscal Quarters in the Relevant Four Fiscal Quarter Period (as defined below) in which no Specified Equity Cure Contribution is made has been made, and (yii) there shall not only three Specified Equity Contributions may be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. , (db) No the amount of any Specified Equity Cure Contribution for any fiscal quarter shall be no greater than $2,000,000.the amount required to cause Parent to be in compliance with such financial covenant(s) and (c) all Specified Equity Contributions will be

Equity Cure. In the event the Credit Parties fail to comply with the financial covenant set forth in clause (a) Notwithstanding anything to the contrary contained in of this Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 7.07 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stock) made to the Borrower after the last day of such Cure Quarter and on or prior any Testing Period, any cash contribution to the tenth (10th) Business Day after the date on which financial statements Holdings funded with proceeds of an issuance of Equity Interests of Holdings that are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters not Disqualified Equity Interests (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and ) after the amount last day of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and on or prior to the day that is sixty days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (iiiprovided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the proceeds irrevocable election of such Equity Cure Contribution shall the Borrower, be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion included in the calculation of Consolidated EBITDA solely for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 such covenant at the end of such fiscal quarter, provided that (i) notice of the Financial Covenants under Section 6.10 Borrower’s intent to have a Specified Equity Contribution made shall be deemed satisfied and complied with as of delivered no later than thirty days after the end of date on which financial statements are required hereunder to be delivered for the relevant applicable fiscal quarter, (ii) in each consecutive four fiscal quarter with the same effect as though period there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall will be at least two consecutive fiscal quarters in which no Specified Equity Cure Contribution is made made, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenant, (iv) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels and other items governed by reference to Consolidated EBITDA and (yv) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three five (5) Specified Equity Cure Contributions made during in the term of this Agreementaggregate after the Closing Date. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose For purposes of determining whether an Event of Default has occurred under compliance with the Financial Covenants financial maintenance covenants set forth in Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”)Sections 7.31 and 7.32 above, any equity contribution (in the form of Qualified Capital Stockcommon equity or other equity having terms reasonably acceptable to the Administrative Agent) made to the Borrower after the last day of such Cure any Quarter and on or prior to the tenth (10th) Business Day day that is 10 days after the date day on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash 7.01 for that Quarter will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA Operating Cash Flow solely for the purposes of determining compliance with the Financial Covenants financial maintenance covenants set forth in Section 6.10 at the end of Sections 7.31 and 7.32 above for any periods including such fiscal quarter and the subsequent three fiscal quarters Quarter (any such equity contribution so included in the calculation of Consolidated EBITDAcontribution, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iiia) the proceeds of such Borrower shall not be permitted to so request that a Specified Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion included in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets Annual Operating Cash Flow with respect to any Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two consecutive Quarters in the covenants contained Relevant Four Fiscal Quarter Period (as defined below) in Article VI. Any reduction in Indebtedness which no Specified Equity Contribution has been made, (includingb) there shall be no more than four Specified Equity Contributions made while any amounts are outstanding under the Facilities, for (c) the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds amount of any Specified Equity Cure Contribution shall and the use of proceeds therefrom will be ignored for purposes equal to (but no greater than) the amount of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary Annual Operating Cash Flow required to cause the Borrower to be in compliance with the Financial Covenants under Section 6.10 at financial maintenance covenants set forth in Sections 7.31 and 7.32 above minus the end of Annual Operating Cash Flow for such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with period (as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related calculated prior to any failure Specified Equity Contribution), and (d) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including calculating Operating Cash Flow for purposes of determining basket levels, pricing and other items governed by reference to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred Operating Cash Flow, and for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent restricted payments covenant). For purposes of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agentthis paragraph, the Collateral Agent or term “Relevant Four Fiscal Quarter Period” means, with respect to any Lender shall exercise requested Specified Equity Contribution, the right to accelerate four Quarter period ending on (and including) the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred Quarter in which Operating Cash Flow will be increased as a result of a violation of the Financial Covenants set forth in Section 6.10such Specified Equity Contribution. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections Section 8.03(b), (c) and (dc), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants First Lien Leverage Ratio set forth in Section 6.10 6.08 (the “Financial Covenant”) as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any the then existing direct or indirect equity contribution holders of Holdings shall have the right to make an equity investment, directly or indirectly, (in the form of Qualified which equity shall not be Disqualified Capital Stock) made in Holdings in cash, which Holdings shall subsequently contribute, directly or indirectly, to the Borrower TransFirst 1 in cash (which equity contribution shall not be Disqualified Capital Stock in TransFirst 1) after the last day of such Cure Quarter the applicable fiscal quarter and on or prior to the tenth fifteenth (10th15th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) ), as applicable, with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by BorrowerHoldings, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 Covenant at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution”, ,” and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used Not Otherwise Applied (including, without limitation, utilized as an increase to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans). All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 Covenant at the end of such fiscal quarter and the subsequent three fiscal quarters, including disregarding for purposes of the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any There shall be no pro forma reduction in Consolidated Indebtedness (including, in connection with any Equity Cure Contribution for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) determining compliance with the proceeds of Financial Covenant under Section 6.08; provided, that such Equity Cure Contribution shall reduce Consolidated Indebtedness in future quarters to the extent used to prepay any Loans. No Equity Cure Contribution shall be ignored greater than the amount required for purposes of determining the Borrowers to be in compliance with the Financial CovenantsCovenant. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower Holdings (and the subsequent contribution in cash to TransFirst 1 (which equity contribution shall not be Disqualified Capital Stock in TransFirst 1)) in an amount at least necessary to cause Borrower the Borrowers to be in compliance with the Financial Covenants under Section 6.10 Covenant at the end of such fiscal quarter, the Financial Covenants Covenant under Section 6.10 6.08 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants Covenant under Section 6.10 6.08 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 Covenant shall be deemed not to have occurred for purposes of the Loan Documents, Documents and (B) upon receipt by the Administrative Agent of a notice from the Borrower Agent, within fifteen (15) Business Days of delivery of the Compliance Certificate required to be delivered pursuant to Section 5.01(c), intending to cure such Event of Default (“Notice of Intent to Cure prior to Cure”) through the Cure Expiration Date, : (i) no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until Covenant unless such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, (ii) the Borrowers shall not be permitted to borrow Revolving Loans and new Letters of Credit shall not be issued unless and until the Equity Cure Contribution is made or all existing Events of Default are waived or cured, (iii) none of the Administrative Agent, the Collateral Agent or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event of Default, including the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of Section 6.08, unless the Financial Covenants set forth in Section 6.10Equity Cure Contribution is not made on or before the expiration of the Cure Period and (iv) if the Equity Cure Contribution is not made on or before the expiration of the Cure Period, such Event of Default or potential Event of Default shall spring into existence after such time and the Administrative Agent, the Collateral Agent and any Lender may take any actions or remedies pursuant to this Agreement and the other Loan Documents. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three five Equity Cure Contributions made during the term of this Agreement. (d) Agreement and no more than two Equity Cure Contributions made during any four consecutive fiscal quarters. No Equity Cure Contribution for any fiscal quarter shall be any greater than $2,000,000the minimum amount required for the Borrowers to be in compliance with the Financial Covenant in the applicable Cure Quarter. (c) Notwithstanding Section 8.03(a), if a Default or an Event of Default would have occurred and be continuing had the Borrowers not had the option to exercise the cure right as set forth above and not exercised such cure right pursuant to the foregoing provisions, the Borrowers shall not be permitted, from the applicable date of receipt by the Administrative Agent of the Notice of Intent to Cure with respect to the applicable fiscal quarter, until such Default or Event of Default is cured in accordance with the terms of this Section 8.03 or otherwise or waived in accordance with Section 10.02, to request any Borrowings or request any other extensions of credit under the Revolving Commitments (including any Borrowing of Swing Line Loans and/or issuance or extension (including automatic renewals pursuant to Section 2.18(c)) of any Letter of Credit) or otherwise request any other extension of credit under this Agreement, unless otherwise agreed by the Required Revolving Lenders.

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Agreement, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under compliance with the Financial Covenants financial covenants set forth in this Section 6.10 as of 6.12 and not for any other purpose, cash equity contributions (which equity shall be common equity or otherwise in a form reasonably acceptable to the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital StockAdministrative Agent) made by the Permitted Investors to the Borrower after the last day beginning of such Cure Quarter and the relevant fiscal quarter of the Borrower on or prior to the tenth day that is ten (10th10) Business Day Days after the date day on which financial statements are required to be delivered for such fiscal quarter pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash 5.01 will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA EBITDA, after giving effect to any annualization thereof, solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 Interest Coverage Ratio, Secured Leverage Ratio and Total Leverage Ratio at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) such Equity Cure Contribution is not used to increase the Cumulative Amount, in each four (ii4) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable consecutive fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quartersperiods, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive (2) fiscal quarters in respect of which no Specified Equity Cure Contribution is made and made, (yb) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three four (4) Specified Equity Cure Contributions prior to the Maturity Date, and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Interest Coverage Ratio, Secured Leverage Ratio or Total Leverage Ratio, as applicable; provided that notwithstanding the foregoing, until the cash from such Specified Equity Contribution is received by the Borrower, there shall be no additional Borrowings made during the term and no additional Letters of Credit shall be issued under this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything In the event the Loan Parties fail to comply with the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants financial covenants set forth in Section 6.10 this Article 8 as of the end last day of any fiscal quarter (such fiscal quarter, a “Cure Quarter”)of Borrower, any cash equity contribution (in the which is contributed as common equity or another form of Qualified Capital Stock) made reasonably acceptable to the Agent into Borrower after the last first day of such Cure Quarter fiscal quarter and on or prior to the tenth day that is fifteen (10th15) Business Day Days after the date day on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable for that fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by at the irrevocable election of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth such covenants in Section 6.10 this Article 8 at the end of such fiscal quarter (each, a “Cure Quarter”) and the any subsequent three fiscal quarters period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”); provided that (a) Specified Equity Contribution may not be made in consecutive Fiscal Quarters, and (b) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such Equity Cure Contribution, financial covenants (the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (iic) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such all Specified Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall will be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documentscalculation of EBITDA for all other purposes, (B) upon receipt including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by the Administrative Agent of a Notice of Intent reference to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date EBITDA and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (xd) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three four (4) Specified Equity Cure Contributions made during in the term aggregate after the Closing Date. Upon Agent’s receipt of notice from Borrower of its intent to make a Specified Equity Contribution pursuant to this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.Section 8.3, until the day that is fifteen

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01this Agreement, but subject to Sections 8.03(b), (c) and (d), solely for the purpose purposes of determining whether an Event of Default has occurred under compliance with the Financial Covenants Fixed Charge Coverage Ratio set forth in this Section 6.10 as of 6.29 and not for any other purpose, cash equity contributions (which equity shall be common equity or otherwise in a form reasonably acceptable to the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital StockAgent) made by Riverstone Holdings to the Borrower after the last day beginning of such Cure the relevant Fiscal Quarter and on or prior to the tenth (10th) day that is 10 Business Day Days after the date day on which financial statements are required to be delivered for such Fiscal Quarter pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash 6.1 will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 Fixed Charge Coverage Ratio at the end of such fiscal quarter and the applicable subsequent three fiscal quarters periods which include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quartersFiscal Quarter periods, (x) there shall be at least two consecutive fiscal quarters Fiscal Quarters in respect of which no Specified Equity Cure Contribution is made and made, (yb) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three four Specified Equity Cure Contributions prior to the Facility Termination Date and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Fixed Charge Coverage Ratio; provided that, notwithstanding the foregoing, until the cash from such Specified Equity Contribution is received by the Borrower, there shall be no additional Advances made during the term and no additional Letters of Credit shall be issued under this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. (a) Notwithstanding anything In the event the Credit Parties fail to comply with the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants financial covenants set forth in Section 6.10 6.2 or 6.3 as of the end last day of any fiscal quarter (such fiscal quarter, a “Cure Fiscal Quarter”), any cash equity contribution to the Issuer (in the form funded with proceeds of Qualified Capital common equity (other than Disqualified Stock) made issued by Holdings or the Issuer or other equity issued by Holdings or the Issuer having terms reasonably acceptable to the Borrower Required Purchasers) by Holdings or any other equity holder of the Issuer after the last day of the applicable Fiscal Quarter with respect to which such Cure Quarter covenants are being tested and on or prior to the tenth day that is ten (10th10) Business Day days after the date day on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to for such applicable fiscal quarter (the “Cure Expiration Date”), and such cash Fiscal Quarter will, if so designated by Borrowerat the irrevocable election of the Issuer, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 such covenants at the end of such fiscal quarter Fiscal Quarter and the any subsequent three fiscal quarters period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (ia) such notice of the Issuer’s intent to make a Specified Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, (b) in each consecutive four Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Cure Contribution is not used to increase the Cumulative Amountmade, (iic) such Cure Amount does not exceed the amount necessary of any Specified Equity Contribution will be no greater than the amount required to cure any Event cause the Credit Parties to be in compliance with the financial covenants in Section 6.2 and 6.3 and the financial covenants in Section 6.2 and 6.3 of Default under the Financial Covenants as at First Lien Credit Agreement, (d) all Specified Equity Contributions will be disregarded for purposes of the end calculation of such applicable fiscal quarter EBITDA for all other purposes, including calculating basket levels, pricing and other items governed by reference to EBITDA, (iiie) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, (f) the proceeds of such received by the Issuer from all Specified Equity Cure Contribution Contributions shall be promptly used by the Issuer to prepay First Lien Indebtedness (applied in accordance with Section 2.10(d)(ii1.8(g) to prepay of the Loans. All First Lien Credit Agreement as in effect on the Closing Date) and thereafter the Term Loans and (g) any Indebtedness prepaid with the proceeds of Specified Equity Cure Contributions shall be disregarded deemed outstanding for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth financial covenants in Section 6.10 at 6.2 and 6.3 for the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness current Fiscal Quarter (includingbut, for the avoidance of doubt, not the prepayment of next three Fiscal Quarters thereafter). Any Specified Equity Contribution (as defined in the Loans in accordance with Section 2.10(d)(ii)) with First Lien Credit Agreement made under the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default First Lien Credit Agreement shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants be a Specified Equity Contribution made under this Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of 6.4 in an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10equivalent amount. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.

Equity Cure. For purposes of determining compliance with clause (a) Notwithstanding anything to the contrary contained in of this Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”)6.21, any cash equity contribution (in which equity shall be common equity or other equity on terms reasonably acceptable to the form of Qualified Capital StockAdministrative Agent) made to the Borrower after the last day of such Cure Quarter and on or prior to the tenth day that is five (10th5) Business Day Days after the date day on which financial statements are required to be delivered for a fiscal quarter pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter 5.1 hereof (the “Cure Expiration Date”)) and designated on the date of such contribution as a “Specified Equity Contribution” (each such designation, and such cash an “Equity Cure”) will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA minimum Cash for such fiscal month, as applicable, for the purposes of determining compliance with the Financial Covenants set forth in clause (a) of this Section 6.10 at the end of such fiscal quarter and the month or applicable subsequent three periods including such fiscal quarters month (any such equity contribution so included in the calculation of Consolidated EBITDAcontribution, an a “Specified Equity Cure Contribution”), and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such no more than one Specified Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure may be made in any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (xii) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three four Specified Equity Cure Contributions may be made during the term of this Agreement. , (diii) No the amount of any Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Borrower to be in compliance with clause (a) of this Section 6.21, (iv) all Specified Equity Contributions shall be disregarded for all other purposes herein other than determining compliance with the covenants in clause (a) of this Section 6.21 and shall not result in any pro forma reduction of Indebtedness with respect to the fiscal quarter with respect to which such Specified Equity Contribution was made, and (v) no Lender shall be required to make any extension of credit hereunder if an Event of Default under the covenants set forth in Section 6.12(a) has occurred and is continuing during the five (5) Business Day period during which the Borrower may exercise an Equity Cure unless and until the Specified Equity Contribution for any fiscal quarter is actually received. No Default, Event of Default or potential Event of Default shall be greater than $2,000,000exist with respect to a breach of Section 6.21(a) until and unless the Cure Expiration Date has occurred without the Cure Amount having been received.

Equity Cure. For purposes of determining compliance with clauses (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose b) of determining whether an Event of Default has occurred under the Financial Covenants set forth in this Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”)6.12, any cash equity contribution (in which equity shall be common equity or other equity on terms reasonably acceptable to the form of Qualified Capital StockAdministrative Agent) made to the Borrower after the last day of such Cure Quarter and (either directly or indirectly) on or prior to the tenth day that is ten (10th10) Business Day Days after the date day on which financial statements are required to be delivered for a fiscal quarter or fiscal year pursuant to Section 5.01(a5.01 hereof and designated on the date of such contribution as a “Specified Equity Contribution” (each such designation, an “Equity Cure”) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by at the request of the Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants set forth in clauses (a) and (b) of this Section 6.10 at the end of such fiscal quarter or fiscal year and the applicable subsequent three fiscal quarters periods (any such equity contribution so included in the calculation of Consolidated EBITDA, an a “Specified Equity Cure Contribution”), and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such no more than two Specified Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure Contributions may be made in any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants under Section 6.10 at the end of such fiscal quarter, the Financial Covenants under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (xii) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quarters. (c) There shall be no more than three five Specified Equity Cure Contributions may be made during the term of this Agreement. , (diii) No the amount of any Specified Equity Cure Contribution shall be no greater than 100% of the amount required to cause Holdings to be in compliance with clauses (a) and (b) of this Section 6.12, (iv) all Specified Equity Contributions shall be disregarded for all other purposes herein other than determining compliance with the covenants in clauses (a) and (b) of this Section 6.12 and shall not result in any pro forma reduction of Indebtedness or increase in cash with respect to the fiscal quarter with respect to which such Specified Equity Contribution was made, and (v) no Lender or Issuing Bank shall be greater than $2,000,000.required to make any extension of credit hereunder if an Event of Default under the covenants set forth in Sections 6.12(a) or (b) has Ratio 3.00 to 1.0

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (dc), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants Covenant set forth in Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stockcommon equity) made to the Borrower after the last day of such Cure Quarter and on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants Covenant set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants Covenant as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants Covenant set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial CovenantsCovenant. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants Covenant under Section 6.10 at the end of such fiscal quarter, the Financial Covenants Covenant under Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenants Covenant under Section 6.10 and any Default or Event of Default related to any failure to comply with the Financial Covenants Covenant under Section 6.10 shall be deemed not to have occurred for purposes of the Loan Documents, (B) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenants Covenant under Section 6.10 until such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Expiration Date and (C) upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the Cure Expiration Date, none of the Administrative Agent, the Collateral Agent or any Lender shall exercise the right to accelerate the Loans or to foreclose on the Collateral solely on the basis of an Event of Default having occurred as a result of a violation of the Financial Covenants Covenant set forth in Section 6.10. (b) In each period of four consecutive fiscal quarters, (x) there shall be at least two consecutive fiscal quarters in which no Equity Cure Contribution is made and (y) there shall not be any Equity Cure Contributions made in any two consecutive fiscal quartersmade. (c) There shall be no more than three five Equity Cure Contributions made during the term of this Agreement. (d) No Equity Cure Contribution for any fiscal quarter shall be greater than $2,000,000.