Common use of Cure Right Clause in Contracts

Cure Right. In the event that the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In the event that the Issuer Holdings fails to comply with the requirements of the financial covenant set forth in Section 7.14 7.03(a) or 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the “Financial Covenant”capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such subsequent fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the foregoing recalculationstreatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, the Issuer shall then be Holdings is in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Sections 7.03(a) and 7.03(b), then Issuer Holdings shall be deemed to have satisfied the requirements of Sections 7.14 each such Section as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed not to have occurred cured for purposes of this Agreement and the other Note Documents; provided Agreement. The parties hereby acknowledge that (a) the Cure Right shall this Section may not be exercised more relied on for purposes of calculating any financial ratios other than five times during the term of this Agreement; as applicable to Sections 7.03(a) and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.137.03(b).

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that the Issuer Company fails to comply with the requirements of Section 7.14 (6.12, until the “Financial Covenant”) as expiration of the last 10th day subsequent to the date the certificate calculating the Fixed Charge Coverage Ratio is required to be delivered pursuant to Section 5.01(d), Holdings (or any direct or indirect parent thereof) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any calendar month as so requireddirect or indirect parent of Holdings receive equity interests in Holdings for its cash contributions to) the capital of Holdings (collectively, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, and upon contribution by Holdings of such cash in return for common Equity Interests or for existing Equity Interests to the Company (the “Cure Amount”) pursuant to the exercise by the Company of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Fixed Charge Coverage Ratio under Section 6.12 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculationspro forma adjustments, the Issuer Company shall then be in compliance with Section 6.12, the requirements of the Financial Covenant, then Issuer Company shall be deemed to have satisfied the requirements of Sections 7.14 Section 6.12 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant Section 6.12 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement and Agreement. (b) Notwithstanding anything herein to the other Note Documents; provided that contrary, (ai) in each four fiscal-quarter period there shall be at least two fiscal quarters during which the Cure Right is not exercised, (ii) the Cure Right Amount shall not be exercised more no greater than five times during the term amount required for purposes of this Agreement; complying with Section 6.12 and (biii) the all Cure Right Amounts shall not be exercised more than two times in disregarded for purposes of determining any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior baskets or ratios with respect to the date required by this Section 8.13, neither other covenants contained in the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Loan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that the Issuer Borrower fails to comply with the requirements of Section 7.14 (6.10, until the “Financial Covenant”) as expiration of the last day 10th Business Day subsequent to the later of any calendar month as so required, then for the period beginning on (x) the first day after of the end of such fiscal month and ending on applicable Compliance Period or (y) the thirtieth (30thdate the Compliance Certificate is required to be delivered pursuant to Section 5.01(c) day after for the end of such calendar month applicable Test Period (the “Cure PeriodExpiration Date”), the Issuer Borrower (or any direct or indirect parent thereof) shall be permitted have the right to cure such failure issue Permitted Cure Securities for cash or otherwise receive cash contributions to comply by receiving a Specified Contribution and by requesting that (or in the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount case of any direct or indirect parent of the Specified Contribution received by Borrower, receive equity interests in the Issuer during Borrower for its cash contributions to) the Cure Period capital of the Borrower (collectively, the “Cure Right”). If, and upon contribution of such cash in return for common Equity Interests of the Borrower (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.10 shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Fixed Charge Coverage Ratio under Section 6.10 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) [reserved]; and (iii) if, after giving effect to the foregoing recalculationspro forma adjustments, the Issuer Borrower shall then be in compliance with Section 6.10, the requirements of the Financial Covenant, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 Section 6.10 as of the last day relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.10 that had occurred shall be deemed cured for purposes of this Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each twelve calendar month period there shall be at least two three-calendar month periods during which the Cure Right is not exercised, (ii) there shall be no more than five Cure Rights exercised during the term of this Agreement, (iii) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.10 and (iv) all Cure Amounts shall be disregarded for purposes of determining any baskets or ratios with respect to the other covenants contained in the Loan Documents and for purposes of determining Excess Availability and Specified Excess Availability. (c) Notwithstanding anything to the contrary contained in Section 7.01, upon contribution of the applicable calendar month Cure Amount (and designation thereof) by the Borrower, the requirements of 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 such Financial Covenant on such date, the requirements of Section 6.10 and the applicable Default or any Event of Default with respect to the Financial Covenant that had occurred under Section 6.10 (and any other Default as a result thereof) shall be deemed not to have occurred for purposes of this Agreement and the other Note Loan Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In (a) Notwithstanding anything to the event that the Issuer contrary contained in Sections 8.1 and 8.2, if Holdings fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) Covenant as of the end of any Fiscal Quarter, until the expiration of the tenth Business Day subsequent to the date the Compliance Certificate for such Fiscal Quarter is required to be delivered pursuant to Section 5.1(c) (the last day of any calendar month as so requiredsuch period being the “Anticipated Cure Deadline”), then each of Holdings and LLC Subsidiary shall have the right to issue Qualified Equity Interests for cash (the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (net cash proceeds received thereof, the “Cure Period”)Amount” and, the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (right, the “Cure Right”). If; provided, (i) no more than five Cure Rights may be exercised during the term of this Agreement; (ii) no more than two Cure Rights may be exercised during any consecutive four Fiscal Quarters; (iii) no Cure Amount shall exceed the amount necessary to cause compliance with the Financial Covenant for the period then ended; and (iv) such Cure Amount shall have been contributed to the capital of the Borrowers. (b) Upon the receipt by the Borrowers of the cash proceeds of any capital contribution or issuance referred to in Section 8.4(a), Consolidated Adjusted EBITDA for the Fiscal Quarter as to which such Cure Right is exercised (the “Cure Right Fiscal Quarter”) shall be deemed to have been increased by the Cure Amount in determining the Financial Covenant for such Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; provided, (i) no increase in Consolidated Adjusted EBITDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Agreement or any other Credit Document, including determining the availability or amount of any covenant basket, carve-out or compliance on a Pro Forma Basis with the Financial Covenant or any other ratio and (ii) there shall be no pro forma or other reduction of Indebtedness (including any Loans and including by way of cash netting) as a result of any Cure Amount in determining the Financial Covenant (or any other leverage based test) for the applicable Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter. (c) If after giving effect to the foregoing recalculations, the Issuer recalculations set forth in Section 8.4(b) Holdings shall then be in compliance with the requirements of the Financial Covenant, then Issuer Holdings shall be deemed to have satisfied the requirements of Sections 7.14 such covenant as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant any such covenant that had occurred shall be deemed not to have occurred cured for all purposes of this Agreement and the other Note Credit Documents; provided . (d) Upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that (a) Holdings or LLC Subsidiary intends to exercise the Cure Right shall not be exercised more than five times during in respect of a Fiscal Quarter, none of the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by Administrative Agent, the Collateral Agent and or the Purchasers of a written notice of Lenders shall be permitted to accelerate Loans held by them, to terminate the Issuer’s intent Revolving Credit Commitments, to make a Specified Contribution prior impose default rate interest or to the date required by this Section 8.13, neither exercise remedies against the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) solely on the basis of any actual or purported Event of Default arising solely as a result of a breach failure to comply with the requirements of the Financial Covenant until and Covenant, unless such failure is not cured pursuant to the applicable Specified Contribution shall not have been made by exercise of the date required Cure Right on or prior to be made under this Section 8.13the Anticipated Cure Deadline.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 11, in the event that the Issuer Borrower fails to comply with the requirements of covenants contained in Section 7.14 10.01(a)(i) or 10.01(a)(ii) (such covenants for such applicable periods being the “Specified Financial CovenantCovenants”), Borrower shall have the right, within one hundred and twenty (120) as of the last day of any calendar month as so required, then for the period beginning on the first day days after the end of such fiscal month each of the 2013 and ending on the thirtieth 2014 calendar years: (30thA) day after the end to issue additional shares of such calendar month Equity Interests in exchange for cash (the “Equity Cure PeriodRight”), or (B) to borrow Permitted Subordinated Debt (the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that “Subordinated Debt Cure Right” and, collectively with the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Equity Cure Period (Right, the “Cure Right”), and the cash therefrom immediately shall be contributed as equity or debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Issuer Borrower shall then be in compliance with the requirements of the Specified Financial CovenantCovenants, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 the Specified Financial Covenants as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default or and Event of Default with respect to the Financial Covenant that had occurred Default, shall be deemed not to have occurred cured without any further action of Borrower or Lenders for all purposes of this Agreement and under the other Note Loan Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In (i) Notwithstanding anything to the contrary contained in this Section 9.13, in the event that the Issuer fails Borrowers fail or reasonably believes they will fail to comply with the requirements of the financial covenants set forth in Section 7.14 9.13) (the “Financial Leverage Covenant”) as until the expiration of the last day of any calendar month as so required, then for the period beginning on the first day that is ten (10) Business Days after the end earlier to occur of (i) the date the Compliance Certificate calculating such fiscal month covenants is actually delivered to the Administrative Agent and ending on (ii) the thirtieth date the Compliance Certificate calculating such covenants is required to be delivered pursuant to Section 8.01(d) Parent shall have the right to cure (30thand shall be deemed to have cured) day after the end any Event of Default resulting from such calendar month breach if Parent or any parent entity thereof issues Capital Stock (the “Cure Period”other than Disqualified Capital Stock), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up directly or indirectly, to the amount equity holders of Parent or any parent thereof for cash, or otherwise receives cash contributions to the Specified Contribution received by the Issuer during the Cure Period capital of Parent, which is contributed contemporaneously to Evolent (the “Cure Right”) in such amounts as are necessary to be in compliance with such Leverage Covenant (the “Cure Amount”), which Cure Amount shall be deemed to increase Consolidated Adjusted EBITDA for such period and shall be so calculated for any subsequent period that includes the Fiscal Quarter in respect of which the Cure Right was exercised. IfIn no event shall the Cure Amount be greater than the amount required for purposes of complying with the Leverage Covenant as set forth herein. The Cure Right may not be exercised more than two (2) times in any four (4) consecutive quarterly periods, after giving effect to and not more than five (5) times during the foregoing recalculationsterm of this Agreement. (ii) Upon the Administrative Agent’s receipt of the Cure Amount, the Issuer Leverage Covenant shall then be recalculated and if the Credit Parties in compliance with the requirements of the Financial Leverage Covenant, then Issuer the Credit Parties shall be deemed to have satisfied the requirements of Sections 7.14 such Leverage Covenant as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach or default of the Leverage Covenant that occurred shall be deemed cured for the purposes of this Agreement; it being understood and agreed that, upon receipt by Administrative Agent of a timely irrevocable written notice from the Administrative Borrower stating that it intends to exercise the Cure Right hereunder and until the expiration of the ten (10) Business Day period referenced above, neither Administrative Agent nor any Lender shall exercise any remedies (including applying any Default Rate), or take any actions, against any Credit Party or any of its Subsidiaries or their respective assets or property as a result of any Event of Default arising solely due to the breach of the Leverage Covenant; provided, that, subject to the foregoing, such Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred existing for all other purposes of this Agreement and the other Note Credit Documents; provided that (a) . The resulting increase to Consolidated Adjusted EBITDA from the exercise of the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times result in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent adjustment to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights Consolidated Adjusted EBITDA or remedies under Section 9 (or under any other Note financial definition for any purposes under this Agreement or any Credit Document, including the imposition other than for purposes of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless calculating the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Leverage Covenant.

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Issuer Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of Section 7.14 (the “Financial Covenant”) as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of from the last day of the applicable calendar month with fiscal quarter until the same effect as though there had been no failure expiration of the 10th Business Day subsequent to comply with the date the certificate calculating such Financial Covenant on is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such dateentities, and in each case, to contribute any such cash to the applicable Default or Event capital of Default the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant that had occurred shall be deemed and not for any other purpose under this Agreement, by an amount equal to have occurred for purposes of this Agreement and the other Note DocumentsCure Amount; provided that (ai) the in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Agreement, (iii) for purposes of this Agreement; Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) and (bv) the Cure Amount shall not build the Available Free Cash Flow Amount. If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured. In the event that (i) no Default exists other than that arising due to failure of the Borrower to comply with Financial Covenant, and (ii) Holdings, the Borrower or such Parent Entity, as applicable, shall have delivered to Administrative Agent written notice of its intention to cause Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 15 days prior to, and no later than the fifth day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the Financial Covenant as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the 10th day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c) and (y) the date, if any, on which Holdings, the Borrower or such Parent Entity notifies the Administrative Agent in writing that such Cure Right shall not be exercised more than two times in any exercised, no Default shall be deemed to exist during such period for purposes of four consecutive fiscal quarters. After receipt by the Collateral Agent this Agreement and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Administrative Agent nor any Purchaser may Lender shall exercise any rights or remedies under set forth in Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising 7.01 hereof during such period solely as a result of a breach of the failure by the Borrower to comply with the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Covenant.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Issuer Borrower fails to comply with the requirements of covenants contained in Section 7.14 10.02(a) through e) (such covenants for such applicable periods being the “Specified Financial CovenantCovenants”), Borrower shall have the right within 90 (ninety) as of the last day of any calendar month as so required, then for the period beginning on the first day days after the end of such fiscal month and ending on the thirtieth respective measured period: (30thi) day after the end to issue additional shares of such calendar month Equity Interests in exchange for cash (the “Equity Cure PeriodRight”), or (ii) to borrow Permitted Cure Debt (the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that “Subordinated Debt Cure Right” and, collectively with the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Equity Cure Period (Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the applicable Minimum Required Revenue less Borrower’s actual Revenue over the relevant testing period for the applicable Minimum Required Revenue (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Issuer Borrower shall then be in compliance with the requirements of the Specified Financial CovenantCovenants, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 the Specified Financial Covenants as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default or and Event of Default with respect to the Financial Covenant that had occurred Default, shall be deemed not to have occurred cured without any further action of Borrower or Lenders for all purposes of this Agreement and under the other Note Loan Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In the event that the Issuer fails Loan Parties fail to comply with the requirements of the financial covenants set forth in Section 7.14 (the “Financial Covenant”7.03(a) as of the last day of for any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending or fiscal quarter, as applicable, until the date on which financial statements are required to be delivered with respect to the thirtieth (30th) day after the end of such calendar applicable fiscal month (the “Cure Period”)or quarter hereunder, the Issuer Parent shall be permitted have the right to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by use an amount up to the amount of the Specified Contribution received by Consolidated EBITDA of the Issuer during Parent and its Subsidiaries and allocate such amount to the Cure Period North America Consolidated EBITDA for the purpose of Section 7.03(a), and such amount of allocated Consolidated EBITDA shall (i) increase North America Consolidated EBITDA with respect to such applicable fiscal month or quarter, as applicable, and (ii) decrease Consolidated EBITDA with respect to such applicable fiscal month or quarter, as applicable (the “Cure Right”); provided that (a) after giving effect to any such decrease in Consolidated EBITDA as described in clause (ii) above, the Loan Parties shall still be in compliance with the financial covenants set forth in Section 7.03(b) and Section 7.03(d) for such fiscal month or quarter, as applicable, and the Loan Parties shall provide a Compliance Certificate to the Agents and the Lenders demonstrating such compliance, (b) any such allocation of Consolidated EBITDA to North America Consolidated EBITDA does not exceed the aggregate amount necessary to cure such Event of Default under Section 7.03(a) for such period, (c) after the Amendment No. 1 Effective Date, the Cure Right may only be exercised for up to six fiscal months (consecutive or non-consecutive) during the term of the Loans, and (d) after the Amendment No. 1 Effective Date, the Cure Right may only be exercised for any periods ending in 2015. If, after giving effect to the foregoing recalculationspro forma adjustment, the Issuer shall then be Loan Parties are in compliance with the requirements of financial covenants set forth in Section 7.03, the Financial Covenant, then Issuer Loan Parties shall be deemed to have satisfied the requirements of Sections 7.14 such Section as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant such Section 7.03 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03 and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times result in any period of four consecutive fiscal quarters. After receipt by adjustment to any amounts other than the Collateral Agent and the Purchasers of a written notice amount of the Issuer’s intent Consolidated EBITDA and North America Consolidated EBITDA referred to make a Specified Contribution prior to in the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13immediately preceding sentence.”

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Issuer Borrower fails to comply with the requirements of Section 7.14 (the “Financial Covenant”9.12(a) or 9.12(b) as of any date of determination (any applicable period for which the last day of any calendar month as so requiredBorrower fails to comply with Section 9.12(a) or 9.12(b), then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the a “Cure Covenant Failure Period”), the Issuer shall be permitted to Borrower may cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period as provided in this Section 10.03 (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer The Cure Right shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure to comply with such Financial Covenant on such datevalidly exercised, and the applicable no Default or Event of Default shall be deemed to have existed from the end of such Covenant Failure Period until the tenth (10th) Business Day after the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) for such Covenant Failure Period, so long as (i) the Borrower has issued a written notice to the Administrative Agent on or before the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) for the Covenant Failure Period of its intent to exercise the Cure Right, (ii) no later than ten (10) Business Days after the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) for the Covenant Failure Period, the Administrative Agent has received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that, after the Covenant Failure Period, the Borrower has received a cash equity contribution (funded with proceeds of common equity or other equity having terms reasonably acceptable to the Administrative Agent; provided that no acceptance by the Administrative Agent will be required in respect of (x) common equity or (y) other Capital Stock that is not Disqualified Capital Stock) in an amount equal to (A) with respect to any Cure Right exercised in connection with a failure to comply with Section 9.12(a), the Financial amount by which Annualized Subscription Recurring Revenue for the Covenant that had occurred Failure Period would need to be increased so as to result in the Borrower being in compliance with Section 9.12(a) for such period (the “Subscription Recurring Revenue Cure Amount”) or (B) with respect to any Cure Right exercised in connection with a failure to comply with Section 9.12(b), at least $25,000,000 (the “Liquidity Cure Amount”, and together with the Subscription Recurring Revenue Cure Amount, each a “Cure Amount”), which such cash equity contribution has not been designated for any other use hereunder, (iii) at the time of receipt, the Borrower shall be deemed not to have occurred specifically identified such cash equity contribution as a Cure Amount for purposes of this Agreement exercising the Cure Right, (iv) any such Subscription Recurring Revenue Cure Amount shall be used to make a prepayment of Loans pursuant to Section 4.02(a)(iv), and the other Note Documents; provided that (av) the Cure Right shall has not be been exercised in more than two (2) fiscal quarters in any four (4) fiscal quarter period and not more than five (5) times during in the term of this Agreement; and aggregate. (b) Upon the valid exercise of the Cure Right arising as a result of the breach of Section 9.12(a), (i) solely for purposes of determining Annualized Subscription Recurring Revenue for the Covenant Failure Period, Annualized Subscription Recurring Revenue shall not be exercised more than two times increased by the Subscription Recurring Revenue Cure Amount with respect thereto, and (ii) no Default or Event of Default shall be deemed to have occurred due to the failure of the Borrower to comply with Section 9.12(a) for such Covenant Failure Period. Without limiting the foregoing, no Subscription Recurring Revenue Cure Amounts shall be included in Annualized Subscription Recurring Revenue when calculated for purposes of determining the Borrower’s compliance with any numerical thresholds set forth in any period covenant in this Agreement, determining the availability of four consecutive fiscal quarters. After receipt by any Delayed Draw Term Loan or Supplemental Delayed Draw Term Loan Commitment, compliance with any provision of this Agreement or for any other purpose whatsoever. (c) Upon the Collateral Agent and the Purchasers of a written notice valid exercise of the Issuer’s intent Cure Right arising as a result of the breach of Section 9.12(b), (i) no Default or Event of Default shall be deemed to make a Specified Contribution prior have occurred due to the failure of the Borrower to comply with Section 9.12(b) for any applicable Business Day of the Covenant Failure Period and (ii) the calculation of Liquidity as of the close of business on the last Business Day in such Covenant Failure Period shall include the Liquidity Cure Amount. Without limiting the foregoing, no Liquidity Cure Amounts shall be included in Liquidity when calculated for purposes of determining the Borrower’s compliance with any numerical thresholds set forth in any covenant in this Agreement, determining the availability of any the Delayed Draw Term Loan or Supplemental Delayed Draw Term Loan Commitment, compliance with any provision of this Agreement or for any other purpose whatsoever, including for the avoidance of doubt, as any portion of any Cure Right arising as a result of the breach of Section 9.12(a) (other than compliance with Section 9.12(b)). (d) For the avoidance of doubt, pending receipt of any Cure Amount following receipt of the Borrower’s irrevocable election to exercise the Cure Right, no Default or Event of Default shall be deemed to exist with respect to (i) in the case of any Subscription Recurring Revenue Cure amount, Section 9.12(a), or (ii) in the case of any Liquidity Cure Amount, Section 9.12(b), as applicable, from the end of the applicable Covenant Failure Period until the tenth (10th) Business Day after the date on which a Compliance Certificate is required by this to be delivered pursuant to Section 8.13, neither the Collateral 8.01(d) and no Agent nor any Purchaser may Lender shall exercise any rights or remedies under Section 9 (against the Credit Parties or under any other Note Document, including of the imposition Collateral solely as the result of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely from the breach of Section 9.12(a) or 9.12(b) that is being cured by the applicable Cure Amount), and the Borrower may maintain SOFR Loans notwithstanding Sections 2.07 and 2.08; provided that any Default or Event of Default arising as a result of a the breach of the Financial Covenant Section 9.12(a) shall nonetheless be deemed to exist (until and unless Borrower’s receipt of the applicable Specified Contribution shall not have been made by the date required to be made under Cure Amount in accordance with this Section 8.1310.03) for purposes of determining the satisfaction of, or failure to satisfy, any condition or requirement under any Credit Document predicated upon the absence of a Default or Event of Default.

Cure Right. In the event that the Issuer fails Loan Parties fail to comply with the requirements of the financial covenants set forth in Section 7.14 (the “Financial Covenant”7.03(a) as of the last day of and/or Section 7.03(c) for any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending or fiscal quarter, as applicable, until the date on which financial statements are required to be delivered with respect to the thirtieth (30th) day after the end of such calendar applicable fiscal month (the “Cure Period”)or quarter hereunder, the Issuer Parent shall be permitted have the right to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by use an amount up to the amount of the Specified Contribution received by Consolidated EBITDA of the Issuer during Parent and its Subsidiaries and allocate such amount to the Cure Period North America Consolidated EBITDA for the purpose of Section 7.03(a) and/or Section 7.03(c), and such amount of allocated Consolidated EBITDA shall (i) increase North America Consolidated EBITDA with respect to such applicable fiscal month or quarter, as applicable, and (ii) decrease Consolidated EBITDA with respect to such applicable fiscal month or quarter, as applicable (the “Cure Right”); provided that (a) after giving effect to any such decrease in Consolidated EBITDA as described in clause (ii) above, the Loan Parties shall still be in compliance with the financial covenants set forth in Section 7.03(b) and Section 7.03(d) for such fiscal month or quarter, as applicable, and the Loan Parties shall provide a Compliance Certificate to the Agents and the Lenders demonstrating such compliance, (b) any such allocation of Consolidated EBITDA to North America Consolidated EBITDA does not exceed the aggregate amount necessary to cure such Event of Default under Section 7.03(a) and/or Section 7.03(c) for such period, (c) the Cure Right may only be exercised for up to three fiscal months (consecutive or non-consecutive) during the term of the Loans, and (d) the Cure Right may not be exercised with respect to any period ending after December 31, 2015. If, after giving effect to the foregoing recalculationspro forma adjustment, the Issuer shall then be Loan Parties are in compliance with the requirements of financial covenants set forth in Section 7.03, the Financial Covenant, then Issuer Loan Parties shall be deemed to have satisfied the requirements of Sections 7.14 such Section as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant such Section 7.03 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03 and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times result in any period of four consecutive fiscal quarters. After receipt by adjustment to any amounts other than the Collateral Agent and the Purchasers of a written notice amount of the Issuer’s intent Consolidated EBITDA and North America Consolidated EBITDA referred to make a Specified Contribution prior to in the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13immediately preceding sentence.

Cure Right. In the event that the Issuer Borrower fails to comply with the requirements of financial covenant set forth in Section 7.14 (7.11, subject to the “Financial Covenant”) as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month terms and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)conditions hereof, the Issuer Parent shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that have the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period right (the “Cure Right”) from the applicable Liquidity Test Date until date that is 30 days following such Liquidity Test Date (the applicable “Cure Cut-Off Date”) to issue Qualified Equity Interests for cash in an amount sufficient to comply with Section 7.11 when such cash amounts received are added on a dollar-for-dollar basis to Unrestricted Cash for purposes of such Liquidity Test Date (hereinafter, the “Cure Amount”). If, and upon the receipt by Borrower of the cash proceeds thereof, Borrower’s compliance with Section 7.11 shall then be recalculated and increased giving effect to the to the Cure Amount by an amount equal to the Cure Amount; and if, after giving effect to the foregoing recalculationsrecalculation, the Issuer Borrower shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 7.11, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 been in compliance with such financial covenant as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach, default or Event of Default with respect to the Financial Covenant of such financial covenant that had occurred shall be deemed not to have occurred for purposes of this Agreement and occurred. In the other Note Documents; provided event that (ai) no Event of Default exists other than that arising due to failure of Borrower to comply with the financial covenant set forth in Section 7.11, and (ii) the Parent shall have delivered to Administrative Agent written notice of its intention to exercise the Cure Right, then from and following receipt by Administrative Agent of any such notice and until the Business Day immediately following the Cure Cut-off Date, neither Administrative Agent nor any Lender shall exercise any remedies for breach of Section 7.11 (or any subsequent breach prior to the Cure Cut-Off Date) or any Default or Event of Default resulting therefrom set forth in any Loan Document or otherwise during such period; provided, that so long as any Default or Event of Default would otherwise be in existence due to failure of the Loan Parties to comply with the financial covenant set forth in Section 7.11 and until Borrower receives the Cure Amount, neither the Administrative Agent nor any Lender shall be required to advance any Loans. Notwithstanding anything herein to the contrary, in no event shall the Parent be permitted to exercise the Cure Right shall not be exercised hereunder (x) more than five 5 times in the aggregate during the term of this Agreement; and Agreement or (by) the Cure Right shall not be exercised more than two 2 times in any period of four 4 consecutive fiscal calendar quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In the event that the Issuer fails to comply with the requirements of Section 7.14 If, (the “Financial Covenant”i) as of the last day date of any calendar month as so required, then delivery of an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that a Financial Covenant Default for the period beginning on fiscal quarter then most recently ended has occurred, the first day after Company delivers to the end holders of the Notes a notice of the Company’s intent to exercise its Cure Right pursuant to this Section 10.6(d) and (ii) within 30 days of such fiscal month and ending on date the thirtieth Company presents the Required Holders with a reasonably feasible plan for the Company to offer or sell Equity Interests (30thother than Disqualified Equity Interests) day after the end of such calendar month (the “Cure Period”), the Issuer shall be or purchase or sell one or more assets as otherwise permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period this Agreement (the “Cure Right”). If, the proceeds of such offer or sale or the receipt of any asset shall be deemed received immediately prior to such Financial Covenant Default and used immediately prior to such Financial Covenant Default as specified in such plan (for the avoidance of doubt, if any principal of the Notes is paid down at par in accordance with such plan, no prepayment penalty or Make-Whole Amount shall be due or owing in respect of such prepayment) to enable such Financial Covenant Default to be cured (x) with respect to a Financial Covenant Default for failure to comply with Section 10.6(a), within ninety (90) calendar days after giving effect the delivery of such plan, or (y) with respect to a Financial Covenant Default for failure to comply with Section 10.6(b), within one hundred fifty (150) calendar days after the delivery of such plan, then, once such plan is delivered to the foregoing recalculationsholders of the Notes, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.6 that gave rise to such Financial Covenant Default as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for the purposes of this Agreement and the other Note DocumentsAgreement; provided that that, if the transaction specified in such plan is not consummated within such 90-day period or 150-day period, as applicable, it shall constitute an immediate Event of Default effective as of the date on which the Financial Covenant Default originally occurred. Notwithstanding anything herein to the contrary, (ax) no more than three (3) Cure Rights may be exercised during the term of this Agreement, (y) the Cure Right shall not be exercised more than five times during the term of this Agreement; in any two (2) consecutive fiscal quarters and (bz) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which the Cure Right shall has not be exercised more than two times in any period of four consecutive fiscal quartersbeen exercised. After receipt by the Collateral Agent and the Purchasers of a written notice The holders of the Issuer’s Notes agree that from and after their receipt of notice from the Company of its intent to make a Specified Contribution prior to exercise the date required by Cure Right in respect of any Financial Covenant Default in accordance with this Section 8.1310.6(d), neither no holder of the Collateral Agent nor Notes shall impose any Purchaser may Default Rate of interest, accelerate its Notes, or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of Default arising solely as a result of a breach of the such Financial Covenant until and unless Default during the applicable Specified Contribution shall not have been made by period from the date required of delivery of such notice and until the date that is 90 days or 150 days, as applicable, after the date on which the Company delivers its plan to be made under this Section 8.13cure such Financial Covenant Default as provided above.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 11, in the event that the Issuer Borrower fails to comply with the requirements of covenants contained in Section 7.14 10.01(a) (such covenants for such applicable periods being the “Specified Financial CovenantCovenants”), Borrower shall have the right, within one hundred and twenty (120) as of the last day of any calendar month as so required, then for the period beginning on the first day days after the end of such fiscal month and ending on each calendar year during the thirtieth term of this Agreement: (30thA) day after the end to issue additional shares of such calendar month Equity Interests in exchange for cash (the “Equity Cure PeriodRight”), or (B) to borrow Permitted Subordinated Debt (the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that “Subordinated Debt Cure Right” and, collectively with the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Equity Cure Period (Right, the “Cure Right”), and the cash therefrom immediately shall be contributed as equity or debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Issuer Borrower shall then be in compliance with the requirements of the Specified Financial CovenantCovenants, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 the Specified Financial Covenants as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default or and Event of Default with respect to the Financial Covenant that had occurred Default, shall be deemed not to have occurred cured without any further action of Borrower or Lenders for all purposes of this Agreement and under the other Note Loan Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In the event that the Issuer fails Borrowers fail to comply with the requirements of the financial covenant set forth in Section 7.14 7.03 (a “Curable Default”), until the expiration of the 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter (the “Financial Covenant”) as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure PeriodRequired Contribution Date”), (i) the Issuer Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such contributions to the capital of the Borrowers or (ii) the Loan Parties and/or their Permitted Holders cause a contribution to be permitted made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to cure such failure to comply by receiving a Specified Contribution clauses (i) and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to (ii), apply the amount of the Specified Contribution received by the Issuer during the Cure Period proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) such proceeds are actually received by the Cure Right shall not Borrowers no later than 10 Business Days after the date on which financial statements are required to be exercised more than five times during the term of this Agreement; and delivered with respect to such fiscal quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than two times in any four fiscal quarter period and five times during the term of four the Loans, (d) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of this Agreement shall not exceed $10,000,000, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(ix). After receipt by Until the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Required Contribution prior to the date required by this Section 8.13Date, neither the Collateral Agent nor any Purchaser may Lender shall impose the Post-Default Rate, accelerate the Obligations, terminate the Revolving Credit Commitment or exercise any rights enforcement remedy against the Loan Parties or remedies under Section 9 (any of their Subsidiaries or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising their respective properties solely as a result of a breach the existence of the Financial Covenant until applicable Curable Default. 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 Indebtedness in connection therewith), the Borrowers are in compliance with the financial covenant set forth in Section 7.03, the Borrowers shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and unless the applicable Specified Contribution breach or default of such Section 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03 and shall not have been made by result in any adjustment to any amounts other than the date required amount of the Consolidated EBITDA referred to be made in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised. Notwithstanding anything to the contrary contained in this Section 8.139.02, during the period commencing on the First Amendment Effective Date until the Agents and the Lenders have received financial statements and a Compliance Certificate pursuant to Section 7.01(a)(i) and (iv) for the covenant testing period ending on December 31, 2022, the Loan Parties shall be permitted to exercise the Cure Right one time with respect to any Curable Default; provided, that (A) the minimum amount of proceeds funded with respect to such Cure Right shall be the greater of (x) $2,500,000 and (y) 2 times the amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (B) the entire amount of such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(ix) and (C) the portion of such proceeds added to Consolidated EBITDA shall not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period. For the avoidance of doubt, the First Amendment Contribution (as defined in the First Amendment) shall not constitute the exercise of a Cure Right for purposes of this Agreement and the other Loan Documents.

Cure Right. In Notwithstanding anything to the contrary contained in this Section 4.12, in the event that Borrower and the Issuer fails Subsidiary Guarantors fail to comply with any financial covenant contained in clause (a) or (b) of this Section 4.12, and until the requirements expiration of Section 7.14 the 20th day (the “Financial CovenantSpecified Equity Contribution Deadline”) as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending date on which financial statements are required to be delivered with respect to the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)applicable Fiscal Quarter hereunder, the Issuer Investor Group may make, directly or indirectly, a common equity contribution to Borrower (a “Specified Equity Contribution”) and Borrower shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to apply the amount of the Specified Contribution received by Net Proceeds thereof to decrease the Issuer during the Cure Period Term Loan to an amount at which such financial covenants would not be breached (“the “Cure Right”). If; provided that (i) such Net Proceeds are actually received by Borrower and so applied no later than the Specified Equity Contribution Deadline with respect to such Fiscal Quarter hereunder, after giving effect (ii) such Net Proceeds are not otherwise applied, (iii) such Net Proceeds do not exceed the aggregate amount necessary to cause Borrower and the foregoing recalculations, the Issuer shall then Subsidiary Guarantors to be in compliance with Section 4.12(a) or (b), as applicable, for any applicable period, (iv) the requirements Cure Right may be exercised on no more than four (4) occasions during the term of the Financial Covenantthis Agreement, then Issuer (v) in each four (4) Fiscal Quarter period there shall be deemed to have satisfied at least two (2) Fiscal Quarters in which the requirements of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure to comply with such Financial Covenant on such dateCure Right is not exercised, and the applicable Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Documents; provided that (avi) the Cure Right shall not be exercised more than five times on two (2) consecutive quarters, (vii) each Specified Equity Contribution Deadline shall be promptly used by the Borrower to prepay the Term Loan which prepayment shall be applied to the scheduled installments thereof in inverse order of maturity, and (viii) the aggregate amount of all Specified Equity Contributions during the term of this AgreementAgreement shall not exceed $500,000; and (b) provided further that, in the Cure Right event Borrower shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by notify Agent that the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent Investor Group intends to make a Specified Equity Contribution prior pursuant to the date required by this Section 8.134.12(f), neither the Collateral Agent nor any Purchaser may exercise any rights no Default or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result under the covenants set forth in Section 4.12(a) or (b) shall be deemed to exist until the earlier of a breach of (x) the Financial Covenant until first Business Day immediately following the Specified Equity Cure Deadline and unless the applicable Specified Contribution shall not have been made by (y) the date required on which Borrower shall notify Agent that the Investor Group no longer intends to be made under this Section 8.13make such Specified Equity Contribution.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that the Issuer Company fails to comply with the requirements of Section 7.14 (6.14, until the “Financial Covenant”) as expiration of the last 10th day subsequent to the date the certificate calculating the Fixed Charge Coverage Ratio is required to be delivered pursuant to Section 5.01(d), Holdings (or any direct or indirect parent thereof) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any calendar month as so requireddirect or indirect parent of Holdings receive equity interests in Holdings for its cash contributions to) the capital of Holdings (collectively, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, and upon contribution by Holdings of such cash in return for common Equity Interests or for existing Equity Interests to the Company (the “Cure Amount”) pursuant to the exercise by the Company of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.14 shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Fixed Charge Coverage Ratio under Section 6.14 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculationspro forma adjustments, the Issuer Company shall then be in compliance with Section 6.14, the requirements of the Financial Covenant, then Issuer Company shall be deemed to have satisfied the requirements of Sections 7.14 Section 6.14 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant Section 6.14 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement and Agreement. (b) Notwithstanding anything herein to the other Note Documents; provided that contrary, (ai) in each twelve month period there shall be at least two three-month periods during which the Cure Right is not exercised, (ii) there shall not be exercised no more than five times Cure Rights exercised during the term of this Agreement; and , (biii) the Cure Right Amount shall not be exercised more no greater than two times in the amount required for purposes of complying with Section 6.14 and (iv) all Cure Amounts shall be disregarded for purposes of determining any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior baskets or ratios with respect to the date required by this Section 8.13, neither other covenants contained in the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Loan Documents.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)Company to offer or sell Equity Interests, the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount raise Indebtedness, sell or purchase assets or pay down Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of the Financial Covenantapplicable quarter or fiscal year to which such officer’s certificate relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each such subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable one hundred twenty (120) day period). The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.7(c), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13which such officer’s certificate relates.

Cure Right. In (a) For the event that purpose of determining whether an Event of Default under Section 9.1 has occurred, the Issuer fails Borrower may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of stock (other than Disqualified Equity Interests) of the Borrower, or a cash contribution to comply with the requirements stock (other than Disqualified Equity Interests) of Section 7.14 the Borrower (the “Financial CovenantCure Amount”), in each case as an increase to EBITDA on a dollar-for-dollar basis equal to such Cure Amount solely for the applicable fiscal quarterFiscal Quarter (a “Cure Quarter”) as (and any Test Period that includes such Cure Quarter) and solely for the purpose of complying with the First Lien Net Leverage Ratio set forth in Section 9.1 for such Cure Quarter (and any Test Period that includes such Cure Quarter); provided that (i) such amounts to be designated are actually received by the Borrower on or after the last day of such applicable Cure Quarter on or prior to the tenth (10th) Business Day after the date on which the Financial Statements are required to be delivered with respect to such applicable Cure Quarter (the “Cure Expiration Date”), (ii) such amounts do not exceed the minimum amount to cure any calendar month Event of Default in respect of Section 9.1 as so required, then for the period beginning on the first day after of the end of such fiscal month Cure Quarter and ending (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no reduction in Consolidated Funded Indebtedness for the purposes of calculating compliance with Section 9.1 for any Cure Quarter in which the Cure Amount is included in the calculation of EBITDA (it being understood that Loans repaid with the Cure Amount shall be deemed repaid for purposes of determining compliance with Section 9.1 for subsequent periods) and (iv) the Borrower shall have provided notice to the Agent on the thirtieth date such amounts are designated as a “Cure Amount”. (30thb) day after The parties hereto hereby acknowledge that this Section 9.2 may not be relied on for purposes of calculating any financial ratios other than for determining actual compliance with Section 9.1 (and not Pro Forma Compliance with Section 9.1 that is required by any other provision of this Agreement) and shall not at any time result in any adjustment (on a Pro Forma Basis or otherwise) to any amounts (including the amount of Indebtedness) or increase in cash, in each case, for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any term, provision or covenant hereunder. (c) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, Section 9.1 shall be deemed complied with as of the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month relevant fiscal quarterFiscal Quarter with the same effect as though there had been no failure to comply with such Financial Covenant on such date, Section 9.1 and the applicable Default or any Event of Default with in respect to the Financial Covenant that had occurred of Section 9.1 shall be deemed not to have occurred for purposes of this Agreement and the other Note Loan Documents; provided that , (aii) upon delivery to the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 8.139.2, neither the Collateral Agent nor any Purchaser Lender may exercise any rights or remedies under Section 9 Article X (or under any other Note Loan Document, including the imposition of interest at the Default Rate) solely on the basis of any actual or purported Event of Default arising solely as a result in respect of a breach of the Financial Covenant Section 9.1 until and unless the applicable Specified Contribution Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) (i) the cure right set forth in this Section 9.2 shall not have been made be exercised in consecutive fiscal quartersFiscal Quarters and (ii) during the term of this Agreement, the Borrower may not exercise the cure right set forth in this Section 9.2 more than four (4) times in the aggregate. (e) 100% of the proceeds of the Cure Amount shall be used to prepay the Loans in accordance with and to the extent required by Section 2.5(b)(iv); provided that the foregoing prepayment requirement shall not apply in the case of any two Fiscal Quarters (as elected by the date required Borrower) for which the cure right is exercised pursuant to be made under this Section 8.139.2.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Section 11, in the event that the Issuer fails Borrowers fail to comply with the requirements of the covenant under Section 7.14 10.11, until the expiration of the 10th Business Day subsequent to the date financial statements are required to be delivered pursuant to Section 9.01(a) or Section 9.01(b) (the “Financial CovenantAnticipated Cure Deadline”) as ), in respect of the period ending on the last day of any calendar month as so requiredsuch Fiscal Quarter, then for the period beginning on Borrowers shall have the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”right to request Parent to issue Qualified Preferred Stock, obtain a contribution to its common equity or borrow additional Subordinated Facility Loans pursuant to Section 10.04(p), the Issuer shall in each case, for cash and to be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up contributed to the amount equity capital of the Specified Contribution received by the Issuer during the Cure Period Company as common equity (the “Cure Right”). If, in each case following the end of such Fiscal Quarter and on or prior to the Anticipated Cure Deadline, in each case in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrowers be included in the calculation of Consolidated EBITDA for purposes of determining compliance with such covenant, and upon the earlier of (x) the delivery by the Borrowers of written notice to the Administrative Agent that they intend to exercise the Cure Right hereunder (it being understood that to the extent such notice is provided in advance of delivery of a compliance certificate for the applicable period, the amount of such net cash proceeds that are received as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure such failure to comply with the requirements of the covenant under Section 10.11 is less than the full amount of any originally designated amount) and (y) receipt by the Company of such cash proceeds (the “Cure Amount”), such covenant shall be recalculated giving effect to the following pro forma adjustments: (i) solely for purpose of determining the existence of a failure to comply with the requirements of the covenant under Section 10.11, Consolidated EBITDA for the Fiscal Quarter of the Borrowers for which such certificate is required to be delivered shall be increased by an amount equal to the Cure Amount, and such increase shall be effective for all periods that include the Fiscal Quarter of the Borrowers for which such Cure Right was exercised and not for any other purpose under this Agreement; provided, that (A) the receipt by the Company of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including determining the availability or amount of any covenant baskets or carve-outs) and (B) no Cure Amount shall reduce Indebtedness (whether on a Pro Forma Basis or otherwise and whether by netting (including with respect to the calculation of Consolidated Indebtedness or otherwise) for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA for purposes of calculating the financial covenant set forth in Section 10.11; provided, further, that the proceeds of any Cure Amount may be used, at the Borrowers’ option, to prepay the Loans (it being understood and agreed that such prepayments shall not be given effect in determining compliance with the financial covenant set forth in Section 10.11 for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA); and (ii) if, after giving effect to the foregoing recalculationsrecalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount when calculating compliance with Section 10.11 at the end of such (but no other) Fiscal Quarter), the Issuer Borrowers shall then be in compliance with the requirements of the Financial Covenantcovenant under Section 10.11 at the end of such Fiscal Quarter, then Issuer the Borrowers shall be deemed to have satisfied the requirements of Sections 7.14 the covenant under Section 10.11 as of the last day of the applicable calendar month such Fiscal Quarter with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach or Default or Event of Default with respect to of the Financial Covenant covenant under Section 10.11 that had occurred shall be deemed not to have occurred cured for purposes of this purpose under this Agreement and the other Note Credit Documents; provided provided, that if the Cure Amount is not received by the Company prior to the Anticipated Cure Deadline, such Default or Event of Default shall be deemed reinstated. (ab) Notwithstanding anything herein to the contrary, (i) in each consecutive four-fiscal-quarter period of the Borrowers there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five times during the term of this Agreement, (iii) the Cure Amount shall not exceed the amount required to cause the Borrowers to be in compliance with the covenant under Section 10.11; (iv) neither the Administrative Agent nor any Lender or Secured Creditor shall exercise any remedy under the Credit Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 10.11 until after the Borrowers’ ability to cure has lapsed and the Borrowers have not exercised the Cure Right; (v) prior to the Company’s receipt of the Cure Amount in accordance with the terms hereof, any Event of Default that has occurred as a result of a breach the covenant under Section 10.11 shall be deemed to be continuing and, as a result, the Lenders shall have no obligation to make additional loans (including providing the Incremental Facility) or otherwise extend additional credit hereunder; and (bvi) ) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by if, at the Collateral Agent and the Purchasers of a written notice time of the IssuerCompany’s intent to make a Specified Contribution prior to receipt of the date required by this Section 8.13Cure Amount, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported an Event of Default arising solely (other than the Event of Default that has occurred as a result of a breach of the Financial Covenant until covenant under Section 10.11) has occurred and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13is continuing.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 8.1, in the event that the Issuer Borrower fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”7.17(b), HCI or any other Person designated by Borrower shall have the Issuer shall be permitted to cure right, within ten (10) days after an Authorized Person of HCI or Borrower acquires knowledge or is given notice of such failure to comply by receiving comply, to make a Specified Contribution and by requesting that direct or indirect equity investment in Borrower in cash in the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up form of common Equity Interests or otherwise receive cash contributions to the amount capital of the Specified Contribution received by the Issuer during the Cure Period Borrower (collectively, the “Cure Right”). , and upon the receipt by Borrower of net cash proceeds pursuant to the exercise of the Cure Right (the “Cure Amount”), such covenant(s) shall be recalculated, giving effect to a pro forma of the total shareholder’s equity of Borrower for the period in which Borrower failed to comply with Section 7.17(b) in an amount equal to such Cure Amount; provided that such pro forma adjustment to total shareholder’s equity shall be given solely for the purpose of determining the existence of a Default or an Event of Default under Section 7.17(b) and not for any other purpose under any Loan Document. (b) If, after giving effect the exercise of the Cure Right and the recalculations pursuant to the foregoing recalculationsclause (a) above, the Issuer Borrower shall then be in compliance with the requirements of the Financial CovenantSection 7.17(b), then Issuer as applicable, Borrower shall be deemed to have satisfied the requirements of Sections 7.14 Section 7.17(b), as applicable, as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant under Section 8.1(b) that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Documentscured; provided that (a) the Cure Right shall not may be exercised on no more than five times two (2) occasions during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Section 11, in the event that the Issuer fails Borrowers fail to comply with the requirements of the covenant under Section 7.14 10.11, until the expiration of the 10th Business Day subsequent to the date financial statements are required to be delivered pursuant to Section 9.01(a) or Section 9.01(b) (the “Financial CovenantAnticipated Cure Deadline”) as ), in respect of the period ending on the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)Fiscal Quarter, the Issuer Borrowers shall have the right to request Parent to issue Qualified Preferred Stock or obtain a contribution to its common equity, in each case, for cash and to be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up contributed to the amount equity capital of the Specified Contribution received by the Issuer during the Cure Period Company as common equity (the “Cure Right”). If, in each case following the end of such Fiscal Quarter and on or prior to the Anticipated Cure Deadline, in each case in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrowers be included in the calculation of Consolidated EBITDA for purposes of determining compliance with such covenant, and upon the earlier of (x) the delivery by the Borrowers of written notice to the Administrative Agent that they intend to exercise the Cure Right hereunder (it being understood that to the extent such notice is provided in advance of delivery of a compliance certificate for the applicable period, the amount of such net cash proceeds that are received as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure such failure to comply with the requirements of the covenant under Section 10.11 is less than the full amount of any originally designated amount) and (y) receipt by the Company of such cash proceeds (the “Cure Amount”), such covenant shall be recalculated giving effect to the following pro forma adjustments: (i) solely for purpose of determining the existence of a failure to comply with the requirements of the covenant under Section 10.11, Consolidated EBITDA for the Fiscal Quarter of the Borrowers for which such certificate is required to be delivered shall be increased by an amount equal to the Cure Amount, and such increase shall be effective for all periods that include the Fiscal Quarter of the Borrowers for which such Cure Right was exercised and not for any other purpose under this Agreement; provided, that (A) the receipt by the Company of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including determining the availability or amount of any covenant baskets or carve-outs) and (B) no Cure Amount shall reduce Indebtedness (whether on a Pro Forma Basis or otherwise and whether by netting (including with respect to the calculation of Consolidated Indebtedness or otherwise) for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA for purposes of calculating the financial covenant set forth in Section 10.11; provided, further, that the proceeds of any Cure Amount may be used, at the Borrowers’ option, to prepay the Loans (it being understood and agreed that such prepayments shall not be given effect in determining compliance with the financial covenant set forth in Section 10.11 for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA); and (ii) if, after giving effect to the foregoing recalculationsrecalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount when calculating compliance with Section 10.11 at the end of such (but no other) Fiscal Quarter), the Issuer Borrowers shall then be in compliance with the requirements of the Financial Covenantcovenant under Section 10.11 at the end of such Fiscal Quarter, then Issuer the Borrowers shall be deemed to have satisfied the requirements of Sections 7.14 the covenant under Section 10.11 as of the last day of the applicable calendar month such Fiscal Quarter with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach or Default or Event of Default with respect to of the Financial Covenant covenant under Section 10.11 that had occurred shall be deemed not to have occurred cured for purposes of this purpose under this Agreement and the other Note Credit Documents; provided provided, that if the Cure Amount is not received by the Company prior to the Anticipated Cure Deadline, such Default or Event of Default shall be deemed reinstated. (ab) Notwithstanding anything herein to the contrary, (i) in each consecutive four-fiscal-quarter period of the Borrowers there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five times during the term of this Agreement, (iii) the Cure Amount shall not exceed the amount required to cause the Borrowers to be in compliance with the covenant under Section 10.11; (iv) neither the Administrative Agent nor any Lender or Secured Creditor shall exercise any remedy under the Credit Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 10.11 until after the Borrowers’ ability to cure has lapsed and the Borrowers have not exercised the Cure Right; (v) prior to the Company’s receipt of the Cure Amount in accordance with the terms hereof, any Event of Default that has occurred as a result of a breach the covenant under Section 10.11 shall be deemed to be continuing and, as a result, the Lenders shall have no obligation to make additional loans (including providing the Incremental Facility) or otherwise extend additional credit hereunder; and (bvi) ) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by if, at the Collateral Agent and the Purchasers of a written notice time of the IssuerCompany’s intent to make a Specified Contribution prior to receipt of the date required by this Section 8.13Cure Amount, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported an Event of Default arising solely (other than the Event of Default that has occurred as a result of a breach of the Financial Covenant until covenant under Section 10.11) has occurred and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13is continuing.

Cure Right. In (i) Notwithstanding anything to the contrary contained in this Section 9.13, in the event that the Issuer fails Borrower fail or reasonably believes they will fail to comply with the requirements of the financial covenants set forth in Section 7.14 9.13) (the “Financial Leverage Covenant”) as until the expiration of the last day of any calendar month as so required, then for the period beginning on the first day that is ten (10) Business Days after the end earlier to occur of (i) the date the Compliance Certificate calculating such fiscal month covenants is actually delivered to the Administrative Agent and ending on (ii) the thirtieth date the Compliance Certificate calculating such covenants is required to be delivered pursuant to Section 8.01(d) Parent shall have the right to cure (30thand shall be deemed to have cured) day after the end any Event of Default resulting from such calendar month breach if Parent or any parent entity thereof issues Capital Stock (the “Cure Period”other than Disqualified Capital Stock), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up directly or indirectly, to the amount equity holders of Parent or any parent thereof for cash, or otherwise receives cash contributions to the Specified Contribution received by capital of Parent, which is contributed contemporaneously to the Issuer during the Cure Period Borrower (the “Cure Right”) in such amounts as are necessary to be in compliance with such Leverage Covenant (the “Cure Amount”), which Cure Amount shall be deemed to increase Consolidated Adjusted EBITDA for such period and shall be so calculated for any subsequent period that includes the Fiscal Quarter in respect of which the Cure Right was exercised. IfIn no event shall the Cure Amount be greater than the amount required for purposes of complying with the Leverage Covenant as set forth herein. The Cure Right may not be exercised more than two (2) times in any four (4) consecutive quarterly periods, after giving effect to and not more than five (5) times during the foregoing recalculationsterm of this Agreement. (ii) Upon the Administrative Agent’s receipt of the Cure Amount, the Issuer Leverage Covenant shall then be recalculated and if the Credit Parties in compliance with the requirements of the Financial Leverage Covenant, then Issuer the Credit Parties shall be deemed to have satisfied the requirements of Sections 7.14 such Leverage Covenant as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach or default of the Leverage Covenant that occurred shall be deemed cured for the purposes of this Agreement; it being understood and agreed that, upon receipt by Administrative Agent of a timely irrevocable written notice from the Borrower stating that it intends to exercise the Cure Right hereunder and until the expiration of the ten (10) Business Day period referenced above, neither Administrative Agent nor any Lender shall exercise any remedies (including applying any Default Rate), or take any actions, against any Credit Party or any of its Subsidiaries or their respective assets or property as a result of any Event of Default arising solely due to the breach of the Leverage Covenant; provided, that, subject to the foregoing, such Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred existing for all other purposes of this Agreement and the other Note Credit Documents; provided that (a) . The resulting increase to Consolidated Adjusted EBITDA from the exercise of the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times result in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent adjustment to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights Consolidated Adjusted EBITDA or remedies under Section 9 (or under any other Note financial definition for any purposes under this Agreement or any Credit Document, including the imposition other than for purposes of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless calculating the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Leverage Covenant.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted Company to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount offer or sell Equity Interests or raise Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its Subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of the Financial Covenantapplicable quarter or fiscal year to which such officer’s certificate relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such 120-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable 120-day period). AG Twin Brook Capital Income Fund Master Note Purchase Agreement The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.7(d), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13Notes shall impose any Default Rate of interest, neither the Collateral Agent nor any Purchaser may accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13which such officer’s certificate relates.

Cure Right. In (e) Notwithstanding anything to the contrary contained in Section 8.2(a), in the event that of any Event of Default under the Issuer fails to comply with covenant set forth in Section 7 of this Agreement, until the requirements of Section 7.14 (the “Financial Covenant”) as expiration of the last day later of any calendar month as so required, then for the period beginning on the first (x) 10th day after the end of such date on which the Compliance Certificate is required to be delivered pursuant to Section 5.1 with respect to the applicable fiscal month quarter hereunder and ending on (y) the thirtieth (30th) 10th day after the end occurrence of such calendar month the applicable Covenant Test Date, Holdings shall have the right (the “Cure PeriodRight”)) to receive capital contributions from, the Issuer shall be permitted or issue or sell common Stock or Qualified Preferred Stock to cure such failure to comply by receiving a Specified Contribution Parent, and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount Borrower may apply up to the amount of the net cash proceeds, including through capital contribution of such net cash proceeds by Holdings to Borrower (“Specified Contribution Equity Contribution”) received by the Issuer during the Cure Period therefrom to increase EBITDA with respect to such applicable fiscal quarter, including each subsequent measurement period that includes such fiscal quarter (the such quarter, a “Cure RightQuarter”). If) and if, after giving effect to the foregoing recalculationsany Specified Equity Contribution, the Issuer Borrower shall then be in compliance with the requirements of the Financial CovenantSection 7 of this Agreement, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 set forth therein as of the last day end of the applicable calendar month relevant fiscal quarter with the same effect as though there had been no failure to comply with such Financial Covenant on therewith as such date, and the applicable Default breach or Event of Default with respect to the Financial Covenant default that had occurred shall be deemed not to have occurred cured for purposes of this Agreement and the other Note DocumentsAgreement; provided that (ai) any Specified Equity Contribution made is actually received by Borrower no later than the later of (x) 10 days after the date on which financial statements are required to be delivered with respect to such Cure Quarter under this Agreement, and (y) 10th days after the occurrence of any Covenant Test Date, (ii) the amount of any Specified Equity Contribution applied to increase EBITDA shall not exceed the aggregate amount necessaryherein, regardless of whether an investment of Curative Equity is made prior to the applicable Financial Statement Delivery Date, Borrower’s rights under this Section 9.3 may (i) be exercised not more than 4 times during the term of this Agreement and (ii) not be exercised more than 2 times in any consecutive 4 Fiscal Quarter period. Regardless of whether an investment of Curative Equity is made prior to the applicable Financial Statement Delivery Date, any amount of Curative Equity that is in excess of the amount sufficient to cause Borrower to be in compliance with Section 7 of this Agreement for the applicable period, and (iii) the proceeds of all Specified Equity Contributions are used to repay Indebtedness under this Agreement (without reduction of Commitments); provided, further, that Borrower shall not be permitted to (x) exercise more than 2 Cure Rights in any 4 consecutive fiscal quarter period or (y) exercise more than 4 Cure Rights during the term of this Agreement. The parties hereby acknowledge that this Section 9.3 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7 (including in connection with calculating EBITDA for purposes of determining baskets and other items governed by reference to EBITDA and for purposes of Section 6.9) and shall not result in any adjustment to EBITDA other than for purposes of compliance with Section 7 of this Agreement and any repayment of Indebtedness with equity proceeds used to effect the Cure Right shall not be exercised more than five times during treated on a Pro Forma Basis (but rather shall only be given effect from and after the term date of this Agreement; such repayment).the Specified Financial Covenant as at such date shall not constitute Curative Equity (and (b) the Cure Right shall not be exercised more than two times required to be used to prepay the Obligations in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of accordance with Section 2.4(e)(ii)). (f) If Borrower has (i) delivered a written notice of the Issuer’s intent to make certification or a Specified Contribution prior Compliance Certificate conforming to the date required by this requirements of Section 8.139.3(b), neither and (ii) received proceeds of an investment of Curative Equity in immediately available funds on or before the Collateral Agent nor deadline set forth in Section 9.3(a) and in an amount that is sufficient to cause Borrower to be in compliance with the Specified Financial Covenant for the Specified Quarter, any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely that occurs or has occurred and is continuing as a result of a breach of the Specified Financial Covenant until and unless for the applicable Specified Contribution Quarter shall not have been made be deemed cured with no further action required by the Required Lenders, Agent or any other Person. Neither Agent nor any Lender shall exercise any remedy under the Loan Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 7 until the earlier of (A) the Cure Expiration Date to the extent that Borrower has not exercised the Cure Right and (B) the date required that Borrower shall confirm in writing that it does not intend to exercise the Cure Right; provided that, notwithstanding anything to the contrary contained herein, the Lenders (including the Swing Lender and the Issuing Lender) shall have no obligation to make additional loans or otherwise extend additional credit hereunder until Borrower shall have cured all financial covenant violations as provided in this Section 9.3. (g) To the extent that Curative Equity is received and included in the calculation of the Specified Financial Covenant as deemed EBITDA for any Fiscal Quarter pursuant to this Section 9.3, such Curative Equity shall be deemed to be made under EBITDA for purposes of determining compliance with the Specified Financial Covenant for subsequent periods that include such Fiscal Quarter. Curative Equity shall be disregarded for purposes of determining EBITDA for any pricing, financial covenant based conditions or any baskets with respect to the covenants contained in this Agreement. In addition, notwithstanding any mandatory prepayment of Obligations pursuant to Section 8.132.4(e)(ii), any Indebtedness so prepaid shall be deemed to remain outstanding for purposes of determining pro forma or actual compliance with the Specified Financial Covenant or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the Specified Quarter or subsequent periods that include such Fiscal Quarter.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as any Loan Party would otherwise be in default of the last day financial covenant set forth in Section 8.16(a) for any period, on or before the tenth (10th) Business Day subsequent to the due date for delivery of any calendar month the financial statements for such period pursuant to Section 7.01(a) or (b), as so requiredapplicable (such period, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer Borrower shall be permitted have the right to issue its Qualified Capital Stock for cash in an aggregate amount not to exceed the amount necessary to cure such the relevant failure to comply with Section 8.16(a) (such contribution, a “Specified Cure Contribution”), and upon the receipt by receiving a the Borrower of such Specified Cure Contribution and by requesting that within the Financial Covenant Cure Period, the financial covenant set forth in Section 8.16(a) shall be recalculated by increasing Unrestricted Cash for such calendar month by an amount up giving effect to the amount of the Specified Contribution received by the Issuer during the Cure Period following pro forma adjustments (collectively, the “Cure Right”): (A) Product Revenues shall be increased for the final fiscal quarter of such period (the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the Applicable Quarter, solely for the purpose of measuring the financial covenant set forth in Section 8.16(a). , and not for any other purpose under this Agreement, by an amount equal to the Specified Cure Contribution; and (B) If, after giving effect to the foregoing recalculationsrecalculation, the Issuer Loan Parties shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 8.16(a), then Issuer the Loan Parties shall be deemed to have satisfied the requirements of Sections 7.14 the financial covenant set forth in Section 8.16(a) as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant covenant set forth in Section 8.16(a) that had occurred shall be deemed not to have occurred cured for the purposes of this Agreement and Agreement. (ii) Notwithstanding anything herein to the other Note Documents; provided that contrary, (aA) the Loan Parties shall provide notice to the Administrative Agent of their intention to exercise the Cure Right no later than the date of delivery of the financial statements evidencing such noncompliance pursuant to Section 7.01(a) or (b), as applicable, (B) in each four fiscal quarter period, there shall be a period of at least two (2) fiscal quarters in respect of which no Cure Right is exercised, (C) the Cure Right shall may not be exercised with respect to consecutive fiscal quarters, (D) the Specified Cure Contribution shall be no greater than the amount required for purposes of complying with the financial covenant in Section 8.16(a), (E) the Specified Cure Contribution received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining any available basket under any covenant in this Agreement, (F) the Cure Right may be exercised no more than five three (3) times during the term of this Agreement; Agreement and (bG) the provisions of this Section 8.16(b) shall in no way limit the Borrower’s ability to issue its Qualified Capital Stock at any time and for the avoidance of doubt, any limitation with respect to amount of the Specified Cure Contribution is only a limitation with respect to the amount of Product Revenue that may count as a Specified Cure Contribution pursuant to the terms of this Section 8.16(b). (iii) To the extent that the financial statements delivered pursuant to Section 7.01(a)(i) demonstrate that the Loan Parties would be in default of the financial covenant set forth in Section 8.16(a) for the period covered by such financial statements, notwithstanding the Borrower having exercised a Cure Right with respect to such period on or before the tenth (10th) Business Day subsequent to the due date for delivery of the financial statements required to be delivered for such period by Section 7.01(a)(ii), the Loan Parties shall be deemed to have not satisfied the requirements of Section 8.16(a) as of the relevant date of determination and the applicable breach or default thereof which had occurred shall not be exercised more than two times in any period deemed cured as of four consecutive fiscal quarters. After receipt by such date for all purposes of this Agreement unless and until (but on or before the Collateral Agent and tenth (10th) Business Day subsequent to the Purchasers of a written notice due date for delivery of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date financial statements required to be made under delivered for such period by Section 7.01(a)(i)) the Borrower shall have issued Qualified Capital Stock for cash in an aggregate amount equal to the amount necessary to cure the relevant failure to comply with the financial covenant contained in Section 8.16(a) (it being understood and agreed that any such issuance by the Borrower pursuant to this clause (iii) for any period in connection with the financial statements required to be delivered by Section 7.01(a)(i) shall be deemed to be the same “Cure Right” as the “Cure Right” exercised by the Borrower for such period in connection with the financial statements required to be delivered by Section 7.01(a)(ii)). For the avoidance of doubt, it is understood and agreed that all terms and conditions of clauses (i) – (ii) of this Section 8.138.16(b) shall apply to any such Cure Right exercised in connection with the financial statements required to be delivered by Sections 7.01(a)(i) and 7.01(a)(ii).

Cure Right. In Notwithstanding anything to the contrary contained in this Article VIII, in the event that the Issuer Company fails to comply with the requirements of any covenant set forth in Section 7.14 6.8 (the “Financial Covenant”a) or (b) as of the last day end of any calendar month as so requiredFiscal Quarter, then for Company shall have the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 days after the date the certificate calculating such financial covenants is required to be delivered pursuant to Section 5.1(d). If) to issue Capital Stock for cash or otherwise receive cash contributions to the common equity of Company, and thereupon such financial covenants shall be recalculated giving pro forma effect to the following: (i) Consolidated Adjusted EBITDA shall be increased solely for purposes of determining compliance with Sections 6.8(a) and (b) as of the end of such Fiscal Quarter and applicable subsequent periods that include such Fiscal Quarter by an amount equal to the Cash proceeds (net of any discounts or commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from such Capital Stock issuance or cash contribution (the “Cure Amount”) and (ii) if, after giving effect to the foregoing recalculationsrecalculations (but not, for the Issuer shall then be avoidance doubt, taking into account any repayment of Indebtedness in compliance with connection therewith), the requirements of the Financial Covenantall such financial covenants shall be satisfied, then Issuer the requirements of such financial covenants shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (A) in each consecutive four fiscal quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not to have occurred exercised, (B) the Cure Amount shall be no greater than the amount required for purposes of this Agreement and complying with such financial covenants as of the other Note Documents; provided that end of the relevant Fiscal Quarter, (aC) the Company may exercise its Cure Right shall not be exercised hereunder no more than five three times during the term of this Agreement; , (D) the aggregate Cure Amount of all Cure Rights exercised hereunder shall not exceed $20,000,000 and (bE) upon Administrative Agent’s receipt of a notice from Company that Company intends to exercise the Cure Right Right, until the 10th day following date of delivery of the certificate under Section 5.1(d) , none of Administrative Agent or any Lender shall not be exercised more than two times in exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, Collateral Agent or any period other Lender or Secured Party shall exercise any right to foreclose on or take possession of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) solely on the basis of any actual or purported an Event of Default arising solely as a result of a breach of the Financial Covenant until having occurred and unless the applicable Specified Contribution shall not have been made by the date required to be made being continuing under this Section 8.136.8(a) or (b).

Cure Right. In (a) Notwithstanding anything to the event that the Issuer contrary contained in this Article VII, if Holdings fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as of the last day of any calendar month as so required6.12, then for then, during the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”) from the first day of the last month of the relevant Test Period to the date that is ten (10) Business Days after the date on which the certificate calculating the Fixed Charge Coverage Ratio for such Test Period is required to be delivered pursuant to Section 5.01(d), Holdings (or any Parent) shall have the Issuer shall be permitted right to cure such failure issue Permitted Cure Securities for cash or otherwise receive cash contributions to comply by receiving a Specified Contribution and by requesting that (or in the Financial Covenant be recalculated by increasing Unrestricted Cash case of any Parent receive equity interests in Holdings for such calendar month by an amount up to its cash contributions to) the amount capital of the Specified Contribution received by the Issuer during the Cure Period Holdings (collectively, the “Cure Right”). If, and upon contribution by Holdings to a Borrower of such cash in return for common Equity Interests or for existing Equity Interests of such Borrower (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Fixed Charge Coverage Ratio under Section 6.12 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculationspro forma adjustments, the Issuer Holdings shall then be in compliance with the requirements of the Financial CovenantSection 6.12, then Issuer Holdings shall be deemed to have satisfied the requirements of Sections 7.14 Section 6.12 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant Section 6.12 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement and Agreement. (b) Notwithstanding anything herein to the other Note Documents; provided that contrary, (ai) in each four fiscal-quarter period there shall be at least two fiscal quarters during which the Cure Right is not exercised, (ii) the Cure Right shall not may be exercised no more than five four times during the term of this Agreement; and , (biii) the Cure Right Amount shall not be exercised more no greater than two times in the amount required for purposes of complying with Section 6.12, (iv) all Cure Amounts shall be disregarded for purposes of determining any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior baskets or ratios with respect to the date required by this Section 8.13other covenants contained in the Loan Documents and (v) if, neither the Collateral Agent nor during any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note DocumentCure Period, including the imposition of interest at the Default Rate) on the basis of any actual or purported an Event of Default arising solely as a result occurs under Section 6.12 for the Test Period ending during such Cure Period, such Event of a breach Default shall be deemed not to exist for the purposes of this Agreement or any other Loan Document (except for the purposes of Section 4.02) if Holdings advises the Agent in writing that the exercise of the Financial Covenant until Cure Right is being diligently pursued and unless the applicable Specified Contribution shall not have been made by the date required such exercise continues to be made under diligently pursued (it being understood that this Section 8.13clause (v) shall automatically cease to be applicable on the last day of such Cure Period).

Cure Right. In the event that the Issuer fails Borrowers fail to comply with the requirements of any financial covenant set forth in Section 7.14 (7.03(a) or Section 7.03(b), until the “Financial Covenant”) as expiration of the last day of any calendar month as so required, then for the period beginning on the first day 10th Business Day after the end of such fiscal month and ending date on which financial statements are required to be delivered with respect to the thirtieth (30th) day after the end of such calendar month applicable Fiscal Quarter hereunder (the “Cure PeriodExpiration Date”), the Issuer Company shall be permitted have the right to cure issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Company, and, in each case, to contribute any such failure cash to comply by receiving a Specified Contribution the capital of the Borrowers, and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to apply the amount of the Specified Contribution received by the Issuer during the Cure Period proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrowers no later than the 10th Business Day after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03(a) and Section 7.03(b) for such period, (c) the Cure Right shall not be exercised in any 2 consecutive Fiscal Quarter periods and no more than 2 times in any Fiscal Year, (d) the Cure Right shall not be exercised more than 5 times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03(a) and Section 7.03(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the Fiscal Quarter in which the Cure Right is used or subsequent periods that include such Fiscal Quarter and (f) 100% of such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(vi). If, after giving effect to the foregoing recalculationspro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), the Issuer shall then be Borrowers are in compliance with the requirements of financial covenants set forth in Section 7.03(a) and Section 7.03(b), the Financial Covenant, then Issuer Borrowers shall be deemed to have satisfied the requirements of Sections 7.14 such Section as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed not to have occurred cured for purposes of this Agreement Agreement. The parties hereby acknowledge that this Section 9.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03(a) and the other Note Documents; provided that (aSection 7.03(b) the Cure Right and shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times result in any period of four consecutive fiscal quarters. After receipt by adjustment to any amounts other than the Collateral Agent and the Purchasers of a written notice amount of the Issuer’s intent Consolidated EBITDA referred to make a Specified Contribution prior to in the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13immediately preceding sentence.

Cure Right. In Notwithstanding anything to the contrary contained in this Section 7.03, in the event that the Issuer fails Borrowers fail to comply with the requirements of Section 7.14 (6.12, until the “Financial Covenant”) as expiration of the last 15th day of any calendar month as so required, then for subsequent to the period beginning on date the first day after the end of certificate calculating such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”compliance is required to be delivered pursuant to Section 5.04(c), the Issuer Parent Borrower shall be permitted have the right to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash issue Permitted Cure Securities for such calendar month by an amount up cash or otherwise receive cash contributions to the amount capital of the Specified Contribution received by the Issuer during the Cure Period Parent Borrower (collectively, the “Cure Right”). If, and upon the receipt by the Parent Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Parent Borrower of such Cure Right compliance with the financial covenant set forth in Section 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated Cash Flow shall be increased, solely for the purpose of measuring compliance with Section 6.12 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Issuer Borrowers shall then be in compliance with the requirements of Section 6.12, the Financial Covenant, then Issuer Borrowers shall be deemed to have satisfied the requirements of Sections 7.14 Section 6.12 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant Section 6.12 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not to have occurred exercised, (b) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised and (c) the Cure Amount shall be no greater than the amount required for purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice complying with Section 6.12 as of the Issuer’s intent to make a Specified Contribution prior to the relevant date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13determination.

Cure Right. In Notwithstanding anything to the contrary contained in this Section 11, in the event that the Issuer fails Borrowers would otherwise fail to comply with the requirements of Section 7.14 Sections 6.5 or 6.6 (the each, a “Financial Performance Covenant”) as of the last day of any calendar month as so required, then for the period beginning on the first day after at the end of such any fiscal month and ending on quarter or fiscal year, Parent shall have the thirtieth (30th) day right, exercisable at any time during the term of this Agreement within ten days after the end delivery of any financial statements pursuant to Sections 9.7 and 9.8 (provided that such calendar month (the “Cure Period”right may not be exercised with respect to more than two consecutive fiscal quarters or more than four fiscal quarters during any consecutive eight fiscal quarter period), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash issue Permitted Cure Securities (as defined below) for such calendar month by an amount up cash or otherwise receive cash contributions to the amount capital of Parent, and to contribute any such cash to the capital of the Specified Contribution received by the Issuer during the Cure Period Borrowers (the “Cure Right”). If, and upon the receipt by the Borrowers of such cash (the “Cure Amount”) pursuant to the exercise by Parent of such Cure Right, the Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount (with the Cure Amount not to exceed the amount necessary for the Borrowers to be in compliance with the requirements of all Financial Performance Covenants); and (b) if, after giving effect to the foregoing recalculations, the Issuer Borrowers shall then be in compliance with the requirements of all Financial Performance Covenants, the Financial Covenant, then Issuer Borrowers shall be deemed to have satisfied the requirements of Sections 7.14 the Financial Performance Covenants as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the any such Financial Performance Covenant that had would have otherwise occurred on such date but for the application of the foregoing recalculations shall be deemed not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13occurred.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 9 or this Section 10, in the event that the Issuer Borrower fails to comply with any of the requirements of Section 7.14 covenants set forth in Sections 8.1 or 8.2 (together, the “Financial CovenantCondition Covenants”) as of the last day end of any calendar month as so requiredquarter, then until the expiration of the tenth day subsequent to the date the Compliance Certificate for the period beginning on the first day after the end last month of such fiscal month and ending on quarter is required to be delivered pursuant to Section 7.1(d), Borrower shall have the thirtieth (30th) day after the end of such calendar month right to issue equity units (the “Cure PeriodSecurities”) for cash (the amount thereof, the “Cure Amount”), the Issuer shall be permitted to cure so long as such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up cash is immediately contributed to the amount capital of the Specified Contribution received by the Issuer during the Cure Period Borrower as common equity (the “Cure Right”). If; provided, (i) no more than two Cure Rights may be exercised during any period of four consecutive quarters (provided, further, that no such two Cure Rights may be exercised in respect of any two consecutive quarters); (ii) no Cure Amount shall exceed the lesser of (x) $700,000 or (y) the amount necessary to cause compliance with the applicable Financial Condition Covenants for the measurement period then ended and (iii) such Cure Rights may not be exercised more than three (3) times during the term of this Agreement. (b) Upon the receipt by Borrower of the cash proceeds of any Cure Securities referred to in Section 10.5(a), EBITDA for the quarter as to which such Cure Right is exercised (the “Cure Right Quarter”) shall be deemed to have been increased by the Cure Amount in calculating the Financial Condition Covenants for such Cure Right Quarter and for any subsequent period that includes such Cure Right Quarter; provided, that no increase in EB1TDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Agreement or any other Loan Document, including determining the availability or amount of any covenant basket, carve-out or compliance on a pro forma basis with any of the Financial Condition Covenants or determining Excess Cash Flow. (c) If after giving effect to the foregoing recalculationsrecalculations set forth in this Section 10.5, the Issuer Borrower shall then be in compliance with the requirements of the all Financial CovenantCondition Covenants, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 such covenants as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant any such covenant that had occurred shall be deemed not to have occurred cured for all purposes of this Agreement and the other Note Loan Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In the event that the Issuer fails Borrowers fail to comply with the requirements of the financial covenant set forth in Section 7.14 7.03 (a “Curable Default”), until the expiration of the 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter (the “Financial Covenant”) as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure PeriodRequired Contribution Date”), (i) the Issuer Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such contributions to the capital of the Borrowers or (ii) the Loan Parties and/or their Permitted Holders cause a contribution to be permitted made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to cure such failure to comply by receiving a Specified Contribution clauses (i) and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to (ii), apply the amount of the Specified Contribution received by the Issuer during the Cure Period proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) such proceeds are actually received by the Cure Right shall not Borrowers no later than 10 Business Days after the date on which financial statements are required to be exercised more than five times during the term of this Agreement; and delivered with respect to such fiscal quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than two times in any four fiscal quarter period and five times during the term of four the Loans, (d) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of this Agreement shall not exceed $10,000,000, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(ix). After receipt by Until the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Required Contribution prior to the date required by this Section 8.13Date, neither the Collateral Agent nor any Purchaser may Lender shall impose the Post-Default Rate, accelerate the Obligations, terminate the Revolving Credit Commitment or exercise any rights enforcement remedy against the Loan Parties or remedies under Section 9 (any of their Subsidiaries or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising their respective properties solely as a result of a breach the existence of the Financial Covenant until applicable Curable Default. 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 Indebtedness in connection therewith), the Borrowers are in compliance with the financial covenant set forth in Section 7.03, the Borrowers shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and unless the applicable Specified Contribution breach or default of such Section 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03 and shall not have been made by result in any adjustment to any amounts other than the date required amount of the Consolidated EBITDA referred to be made in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under this Section 8.137.03 measuring such fiscal quarter with respect to which the Cure Right was exercised.

Cure Right. In (a) Notwithstanding anything to the event that contrary contained in Section 7.01, for the Issuer fails to comply with purpose of determining whether an Event of Default under Section 6.12(b) has occurred, the requirements of Section 7.14 (the “Financial Covenant”) as Borrower may on one or more occasions designate any portion of the last day Net Proceeds from any issuance of equity of the Borrower or of any calendar month as so required, then for cash contribution to the period beginning common equity capital of the Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably acceptable to the first day after Administrative Agent (at the end direction of such fiscal month and ending on the thirtieth (30thRequired Lenders)) day after the end of such calendar month (the “Cure PeriodAmount”), the Issuer shall be permitted ) as an increase to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount EBITDA of the Specified Contribution Borrower for the applicable fiscal quarter; provided that: (i) such amounts to be designated are actually received by the Issuer during the Cure Period Borrower (the “Cure Right”). If, i) after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month fiscal quarter and (ii) on and prior to the fifteenth (15th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) such amounts to be designated do not exceed the maximum aggregate amount necessary to cure any Event of Default under Section 6.12(b) as of such date, and (iii) the Borrower shall have provided written notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under Section 6.12(b) is less than the full amount of such originally designated amount). (b) The Cure Amount used to calculate EBITDA for one fiscal quarter will be used and included when calculating EBITDA for each four-fiscal-quarter period that includes such fiscal quarter. The parties hereby acknowledge that this Section 7.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 6.12(b) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to any fiscal quarter except, in the case of a fiscal quarter ending after the period with respect to which such Cure Amount was made, to the extent such proceeds are actually applied to prepay the Obligations hereunder. Notwithstanding anything to the contrary contained in Section 7.01, (A) upon receipt of the relevant Cure Amount by the Borrower in an amount necessary to cure any Event of Default under Section 6.12(b), Section 6.12(b) will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with such Financial Covenant on such date, Section 6.12(b) and the applicable Default or any Event of Default with respect to the Financial Covenant that had occurred shall under Section 6.12(b) (and any other Default as a result thereof) will be deemed not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) Loan Documents as of the date such relevant Cure Right shall not be exercised more than five times during the term of this Agreement; Amount is received, and (bB) from and after the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by date that the Collateral Agent and the Purchasers of Borrower delivers a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by Administrative Agent that it intends to exercise its cure right under this Section 8.13, 7.02 neither the Collateral Administrative Agent nor any Purchaser Lender may exercise any rights or remedies under Section 9 7.02 (or under any other Note Loan Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely under Section 6.12(b) (and any other Default as a result of a breach of the Financial Covenant thereof) until and unless the applicable Specified Contribution Cure Expiration Date has occurred without the Cure Amount having been designated. (c) In each period of four consecutive fiscal quarters, there shall not have been made by be no more than two (2) fiscal quarters in which the date required to cure right set forth in Section 7.02(a) is exercised. (d) There shall be made under this no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.137.02(a) are exercised during the term of the Loans.

Cure Right. In the event that the Issuer Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.14 (7.03(b), until the “Financial Covenant”) as expiration of the last day of any calendar month as so required, then for the period beginning on the first day 10th Business Day after the end of date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder (such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (10 Business Day period, the “Cure Period”), the Issuer Parent shall be permitted have the right to cure issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such failure cash to comply by receiving a Specified Contribution the capital of the Borrower, and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to apply the amount of the Specified Contribution received by the Issuer during the Cure Period proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”). If, ; provided that (a) such proceeds are actually received by the Borrower no later than 5 days after giving effect the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (b) such proceeds do not exceed the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed aggregate amount necessary to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure cure (by addition to comply with Consolidated EBITDA) such Financial Covenant on such date, and the applicable Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred under Section 7.03(b) for purposes of this Agreement and the other Note Documents; provided that such period, (ac) the Cure Right shall not be exercised more than five times during the term of this Agreement; and the Loans, US-DOCS\156209705.12 (bd) in each period of four fiscal quarters, there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised, (e) [reserved], (f) there shall not be exercised more than two times no pro forma reduction in any period of four consecutive fiscal quarters. After receipt by Indebtedness with the Collateral Agent and the Purchasers of a written notice proceeds of the Issuer’s intent to make a Specified Contribution prior Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or for determining any pricing, financial covenant based conditions or baskets with respect to the date required by covenants contained in this Agreement, in each case in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (g) such proceeds shall be applied to prepay the Loans in accordance with Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.2.05(c)

Cure Right. In Notwithstanding anything to the contrary contained in this Section 7.03, in the event that the Issuer fails Borrowers fail to comply with the requirements of Section 7.14 (6.12, until the “Financial Covenant”) as expiration of the last 15th day of any calendar month as so required, then for subsequent to the period beginning on date the first day after the end of certificate calculating such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”compliance is required to be delivered pursuant to Section 5.04(c), the Issuer Parent Borrower shall be permitted have the right to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash issue Permitted Cure Securities for such calendar month by an amount up cash or otherwise receive cash contributions to the amount capital of the Specified Contribution received by the Issuer during the Cure Period Parent Borrower (collectively, the “Cure Right”). If, and upon the receipt by the Parent Borrower of such cash (the “Cure Amount”) pursuant to the exercise by the Parent Borrower of such Cure Right compliance with the financial covenant set forth in Section 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated Cash Flow shall be increased, solely for the purpose of measuring compliance with Section 6.12 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Issuer Borrowers shall then be in compliance with the requirements of Section 6.12, the Financial Covenant, then Issuer Borrowers shall be deemed to have satisfied the requirements of Sections 7.14 Section 6.12 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant Section 6.12 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not to have occurred exercised, (b) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised and (c) the Cure Amount shall be no greater than the amount required for purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice complying with Section 6.12 as of the Issuer’s intent to make a Specified Contribution prior to the relevant date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.determination. 151 US-DOCS\159452469.6

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)Company to offer or sell Equity Interests or raise, the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount payoff or satisfy Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be in compliance with deemed received (and/or the requirements raise, payoff or satisfaction of the Financial Covenant, then Issuer Indebtedness shall be deemed to have satisfied occurred) immediately prior to such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of Sections 7.14 the applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the Company shall be deemed to have complied with the relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each such subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; and (b) the Cure Right doubt, shall not be exercised more than two times in include any period of four consecutive subsequent fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor quarter within any Purchaser may exercise any rights or remedies under Section 9 applicable one hundred twenty (or under any other Note Document, including the imposition of interest at the Default Rate120) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13day period).

Cure Right. In Notwithstanding anything to the contrary contained in this Section 10, in the event that the Issuer Borrower fails to comply be in compliance with the requirements Leverage Ratio at the end of Section 7.14 any fiscal quarter and (a) at the time the Borrower delivers the Compliance Certificate to the Lender for such fiscal quarter, the Borrower also delivers a notice (a “Financial CovenantNotice of Intent to Cure”) indicating that one or more members of the Borrower has agreed to provide the Cure Amount and (b) prior to the date that is fifteen (15) Days after the financial statements for such fiscal quarter are required to be delivered to the Lender pursuant to Section 6.4(a), the Cure Amount is in fact contributed to the Borrower, then compliance with the Leverage Ratio will be recalculated by an increase in EBITDA equal to the Cure Amount contributed and, if after giving effect to such recalculation the Borrower is in compliance with the Leverage Ratio, the Borrower shall be deemed to have complied with the Leverage Ratio as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month quarter with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable with no breach, Default or Event of Default with respect having occurred. The right to the Financial Covenant that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of cure a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required Section 8.1 pursuant to be made under this Section 8.1310.4 shall be referred to as the “Cure Right.”

Cure Right. In (i) Notwithstanding anything to the contrary contained in this Section 9.13, in the event that the Issuer fails Borrowers fail or reasonably believes they will fail to comply with the requirements of the financial covenant set forth in Section 7.14 9.13(a) (the “Financial Covenant”) as until the expiration of the last day of any calendar month as so required, then for the period beginning on the first day that is ten (10) Business Days after the end earlier to occur of (i) the date the Compliance Certificate calculating such fiscal month covenants is actually delivered to the Administrative Agent and ending on (ii) the thirtieth date the Compliance Certificate calculating such covenants is required to be delivered pursuant to Section 8.01(d) Administrative Borrower shall have the right to cure (30thand shall be deemed to have cured) day after the end any Event of Default resulting from such calendar month breach if Administrative Borrower issues Capital Stock (the “Cure Period”other than Disqualified Capital Stock), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up directly or indirectly, to the amount equity holders of Administrative Borrower for cash, or otherwise receives cash contributions to the Specified Contribution received by the Issuer during the Cure Period capital of Administrative Borrower (the “Cure Right”) in such amounts as are necessary to be in compliance with the Financial Covenant (the “Cure Amount”), which Cure Amount shall be deemed to increase Consolidated Adjusted EBITDA for such period and shall be so calculated for any subsequent period that includes the Fiscal Quarter in respect of which the Cure Right was exercised. IfIn no event shall the Cure Amount be greater than the amount required for purposes of complying with the Financial Covenant as set forth herein. The Cure Right may not be exercised more than two (2) times in any four (4) consecutive quarterly periods, after giving effect to and not more than five (5) times during the foregoing recalculationsterm of this Agreement. (ii) Upon the Administrative Agent’s receipt of the Cure Amount, the Issuer Financial Covenant shall then be recalculated and if the Credit Parties in compliance with the requirements of the Financial Covenant, then Issuer the Credit Parties shall be deemed to have satisfied the requirements of Sections 7.14 such Financial Covenant as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach or default of the Financial Covenant that occurred shall be deemed cured for the purposes of this Agreement; it being understood and agreed that, upon receipt by Administrative Agent of a timely irrevocable written notice from Administrative Borrower stating that it intends to exercise the Cure Right hereunder and until the expiration of the ten (10) Business Day period referenced above, neither Administrative Agent nor any Lender shall exercise any remedies (including applying any Default Rate), or take any actions, against any Credit Party or any of its Subsidiaries or their respective assets or property as a result of any Event of Default arising solely due to the breach of the Financial Covenant; provided, that, subject to the foregoing, such Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred existing for all other purposes of this Agreement and the other Note Credit Documents; provided that (a) . The resulting increase to Consolidated Adjusted EBITDA from the exercise of the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times result in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent adjustment to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights Consolidated Adjusted EBITDA or remedies under Section 9 (or under any other Note financial definition for any purposes under this Agreement or any Credit Document, including the imposition other than for purposes of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of calculating the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Covenant.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted Company to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount offer or sell Equity Interests or raise Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred eighty (180) calendar days after the requirements end of the Financial Covenantapplicable quarter or fiscal year to which such officer’s certificate relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.6 that gave rise to such Financial Covenant Default as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such 180-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four two (2) consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice The holders of the Issuer’s Notes agree that from and after their receipt of notice from the Company of its intent to make a Specified Contribution prior to exercise the date required by Cure Right in respect of any Financial Covenant Default in accordance with this Section 8.1310.6(c), neither no holder of the Collateral Agent nor Notes shall impose any Purchaser may Default Rate of interest, accelerate its Notes, or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred eighty (180) calendar days after the end of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13which such officer’s certificate relates.

Cure Right. In the event that the Issuer Borrower fails to comply with the requirements of financial covenant set forth in Section 7.14 (the “Financial Covenant”) as of the last day of any calendar month as so required4.2, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up subject to the amount of terms and conditions hereof, Holdings shall have the Specified Contribution received by the Issuer during the Cure Period right (the “Cure Right”) from the last day of the applicable Fiscal Quarter until the expiration of the tenth (10th) Business Day subsequent to the date the applicable financial statements are required to be delivered to Agent with respect thereto, to issue Permitted Cure Securities for cash or otherwise receive, as additional paid in capital, cash contributions from its equity holders, in either case in an aggregate amount equal to, but not greater than, the amount necessary to cure the relevant financial covenant (hereinafter, the “Cure Amount”). If, and upon the receipt by Borrower of the cash proceeds thereof, the applicable financial covenant shall then be recalculated giving effect to the following pro forma adjustments: (a) EBITDA shall be increased for the applicable Fiscal Quarter and for the subsequent three (3) consecutive Fiscal Quarters, solely for the purpose of measuring compliance with the financial covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount received by Borrower; (b) any prepayment of the Loans made with the proceeds of such Cure Amount shall not serve as a reduction to Indebtedness for purposes of calculating the financial covenant for the applicable Fiscal Quarter with respect to which the Cure Right was exercised; and (c) if, after giving effect to the foregoing recalculations, the Issuer Borrower shall then be in compliance with the requirements of the Financial Covenantall financial covenants, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 been in compliance with such financial covenants as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach, Default or Event of Default with respect to the Financial Covenant of such financial covenant that had occurred shall be deemed not to have occurred for purposes this purpose of this Agreement and the other Note Documents; provided Agreement. In the event that (ai) no Event of Default exists other than that arising due to failure of the Cure Right shall not be exercised more than five times during Credit Parties to comply with the term of this Agreement; financial covenant set forth in Section 4.2, and (bii) the Cure Right Sponsor shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral have delivered to Agent and the Purchasers of a an irrevocable written notice of its intention to cause Holdings to exercise the Issuer’s intent to make a Specified Contribution prior Cure Right, then from and following receipt by Agent of any such notice and until the date that is the tenth (10th) Business Day subsequent to the date the applicable financial statements are required by this Section 8.13to be delivered, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.Lender 72 [[7932149]]

Cure Right. In the event that the Issuer Borrower fails to comply with the requirements of any financial covenant set forth in Section 7.14 (7.13(a) or Section 7.13(b), until the “Financial Covenant”) as expiration of the last day of any calendar month as so required, then for the period beginning on the first 10th day after the end date on which financial statements are required to be delivered with respect to the applicable calendar month hereunder, Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such fiscal month cash to the capital of Borrower, and ending on apply the thirtieth (30th) day after amount of the end of proceeds thereof to prepay the Term Loan with respect to such applicable calendar month (the “Cure PeriodRight”); provided that (a) such proceeds are actually received by Borrower no later than 10 days after the date on which financial statements are required to be delivered with respect to such calendar month hereunder, (b) such proceeds do not exceed the Issuer shall be permitted aggregate amount necessary to cure such failure to comply by receiving a Specified Contribution Event of Default under Section 7.13(a) and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash Section 7.13(b) for such calendar month by an amount up to period, (c) the amount of the Specified Contribution received by the Issuer Cure Right shall not be exercised more than (i) two times during any year and (ii) four times during the term of this Agreement, (d) the Cure Period Right shall not be exercised in consecutive months, (e) such proceeds shall not increase Consolidated Adjusted EBITDA and (f) such proceeds shall be applied to prepay the “Cure Right”Term Loan in accordance with Section 2.02(b)(v). If, after giving effect to the foregoing recalculationspro forma adjustment to Consolidated Total Debt for such repayment of the Term Loan, the Issuer shall then be Borrower is in compliance with the requirements of the Financial Covenantfinancial covenants set forth in Section 7.13(a) and Section 7.13(b), then Issuer Borrower shall be deemed to have satisfied the requirements of such Sections 7.14 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant such Section 7.13(a) and Section 7.13(b) that had occurred shall be deemed not to have occurred cured for purposes of this Agreement Agreement. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.13(a) and the other Note Documents; provided that (aSection 7.13(b) the Cure Right and shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times result in any period of four consecutive fiscal quarters. After receipt by adjustment to any amounts other than the Collateral Agent and the Purchasers of a written notice amount of the Issuer’s intent Consolidated Total Debt referred to make a Specified Contribution prior to in the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13immediately preceding sentence.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates a Financial Covenant Default, the event that Company may present the Issuer fails Required Holders with a reasonably feasible plan for the Company to comply with the requirements of Section 7.14 (the “Financial Covenant”) as offer or sell Equity Interests or raise Indebtedness of the last day Company or any of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan (for the requirements avoidance of doubt, if any principal of the Notes is paid down in accordance with such plan, no prepayment penalty, Prepayment Settlement Amount or Make-Whole Amount shall be due or owing) to enable such Financial CovenantCovenant Default to be cured within one hundred twenty (120) calendar days after the expiration of the 30-day period above, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.8 that gave rise to such Financial Covenant Default as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such 120-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than three (3) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four two (2) consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13Hercules Capital, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Inc. Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.Purchase Agreement

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted Company to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount offer or sell Equity Interests or raise Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within sixty (60) calendar days after the requirements end of the Financial Covenantapplicable quarter or fiscal year to which such officer’s certificate relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such sixty (60) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such 60-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable 60-day period). The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.7(d), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is sixty (60) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13.which such officer’s certificate relates. TriplePoint Venture Growth BDC Corp. Note Purchase Agreement

Cure Right. In Notwithstanding anything to the contrary contained in this Article VIII, in the event that the Issuer Borrower fails (or, but for the operation of this paragraph, would fail) to comply with the requirements of Section 7.14 (the “a Financial Covenant”) as of , from the last day of any calendar month as so required, then the applicable fiscal quarter until the expiration of the 15th Business Day subsequent to the date the Compliance Certificate for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30thquarter calculating such Financial Covenant is required to be delivered pursuant to Section 6.02(b) day after the end of such calendar month (the “Cure Period”), the Issuer Borrower shall be permitted have the right to cure such failure to comply by receiving a Specified Contribution and by requesting that issue Permitted Cure Securities (including for the Financial Covenant be recalculated by increasing Unrestricted Cash avoidance of doubt additional shares of Series D Preferred Stock) for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period cash (the “Cure Right”). If, after and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, such Financial Covenant shall be recalculated giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer a pro forma adjustment by which Consolidated EBITDA shall be deemed increased with respect to have satisfied such applicable fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the requirements purpose of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure to comply with measuring such Financial Covenant on such dateand not for any other purpose under this Agreement, and the applicable Default or Event of Default with respect by an amount equal to the Financial Covenant Cure Amount; provided, that had occurred (i) in each four consecutive fiscal quarter period there shall be deemed at least two fiscal quarters in which a Cure Right is not to have occurred for purposes of this Agreement and the other Note Documents; provided that exercised, (aii) the a Cure Right shall not be exercised more than five times during the term of this Agreement; , (iii) for purposes of this Article VIII, the Cure Amount shall be not be given effect in an amount greater than the amount required for purposes of complying with such Financial Covenant, and (biv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with such Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash and Cash Equivalents) (other than, to the extent such Cure Amount is actually utilized as a prepayment, such reduction in Indebtedness will be taken into account in the fiscal periods ending after such fiscal quarter). If, after giving effect to the adjustments in this paragraph, the Borrower shall not then be exercised more than two times in any period compliance with the requirements of four consecutive fiscal quarterssuch Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Default with respect to such Financial Covenant that would have occurred but for this paragraph shall be deemed cured for the purposes of this Agreement. After During the Cure Period set forth in this Section 8.04, upon receipt by the Collateral Administrative Agent and the Purchasers of a written notice of from the Issuer’s intent Borrower that it intends to make a Specified Contribution prior exercise its Cure Right pursuant to the date required by this Section 8.138.04 for such period, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported resultant Event of Default arising or potential Event of Default that arises solely as a result of a breach of non-compliance with Section 7.14 shall be deemed retroactively to have not occurred, and the Financial Covenant until and unless the applicable Specified Contribution Lenders shall not be permitted to accelerate the Loans or any other Obligations held by them and the Administrative Agent and the Lenders shall not be permitted to exercise remedies against the Collateral, in each case to the extent such acceleration or such exercise of remedies is based solely on a failure to comply with the requirements of Section 7.14 for such period, unless and until such Cure Period shall have been made by passed without the date required Borrower exercising its Cure Right for such fiscal period prior to be made under this Section 8.13the expiration of such Cure Period.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Section 10, in the event that the Issuer Borrower fails to comply with the requirements of the covenant under Section 7.14 9.11, until the expiration of the tenth Business Day subsequent to the date financial statements are required to be delivered pursuant to Section 8.01(a) or Section 8.01(b) (the “Financial CovenantAnticipated Cure Deadline”) as ), in respect of the period ending on the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)Fiscal Quarter, the Issuer Borrower shall have the right to request Holdings to issue Qualified Preferred Stock or obtain a contribution to its common equity, in each case, for cash and to be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up contributed to the amount equity capital of the Specified Contribution received by the Issuer during the Cure Period Borrower as common equity (the “Cure Right”). If, in each case following the end of such Fiscal Quarter and on or prior to the Anticipated Cure Deadline, in each case in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrower be included in the calculation of Consolidated EBITDA for purposes of determining compliance with such covenant, and upon the earlier of (x) the delivery by the Borrower of written notice to the Administrative Agent that it intends to exercise the Cure Right hereunder (it being understood that to the extent such notice is provided in advance of delivery of a compliance certificate for the applicable period, the amount of such net cash proceeds that are received as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure such failure to comply with the requirements of the covenant under Section 9.11 is less than the full amount of any originally designated amount) and (y) receipt by the Borrower of such cash proceeds (the “Cure Amount”), such covenant shall be recalculated giving effect to the following pro forma adjustments: (i) solely for purpose of determining the existence of a failure to comply with the requirements of the covenant under Section 9.11, Consolidated EBITDA for the Fiscal Quarter of the Borrower for which such certificate is required to be delivered shall be increased by an amount equal to the Cure Amount, and such increase shall be effective for all periods that include the Fiscal Quarter of the Borrower for which such Cure Right was exercised and not for any other purpose under this Agreement; provided that (1) the receipt by the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including determining the availability or amount of any covenant baskets or carve-outs) and (2) no Cure Amount shall reduce Indebtedness (whether on a Pro Forma Basis or otherwise and whether by netting (including with respect to the calculation of Consolidated Indebtedness or otherwise) for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA for purposes of calculating the financial covenant set forth in Section 9.11; provided, further, that the proceeds of any Cure Amount may be used, at the Borrower’s option, to prepay Term Loans (it being understood and agreed that such prepayments shall not be given effect in determining compliance with the financial covenant set forth in Section 9.11 for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA); and (ii) if, after giving effect to the foregoing recalculationsrecalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount when calculating compliance with Section 9.11 at the end of such (but no other) Fiscal Quarter), the Issuer Borrower shall then be in compliance with the requirements of the Financial Covenantcovenant under Section 9.11 at the end of such Fiscal Quarter, then Issuer the Borrower shall be deemed to have satisfied the requirements of Sections 7.14 the covenant under Section 9.11 as of the last day of the applicable calendar month such Fiscal Quarter with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach or Default or Event of Default with respect to of the Financial Covenant covenant under Section 9.11 that had occurred shall be deemed not to have occurred cured for purposes of this purpose under this Agreement and the other Note Credit Documents; provided that if the Cure Amount is not received by the Borrower prior to the Anticipated Cure Deadline, such Default or Event of Default shall be deemed reinstated. (ab) Notwithstanding anything herein to the contrary, (i) in each consecutive four-fiscal-quarter period of the Borrower there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five times during the term of this Agreement, (iii) the Cure Amount shall not exceed the amount required to cause the Borrower to be in compliance with the covenant under Section 9.11; and (biv) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Administrative Agent nor any Purchaser may Lender or Secured Creditor shall exercise any rights remedy under the Credit Documents or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) applicable law on the basis of any actual or purported an Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made caused by the date required failure to be made under this comply with Section 8.139.11 until after the Borrower’s ability to cure has lapsed and the Borrower has not exercised the Cure Right.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)Company to offer or sell Equity Interests, the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount raise Indebtedness, sell or purchase assets or pay down Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of the Financial Covenantapplicable quarter or fiscal year to which such officer’s certificate relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each such subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; and (b) the Cure Right doubt, shall not be exercised more than two times in include any period of four consecutive subsequent fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor quarter within any Purchaser may exercise any rights or remedies under Section 9 applicable one hundred twenty (or under any other Note Document, including the imposition of interest at the Default Rate120) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13day period).

Cure Right. In the event that the Issuer Borrower fails to comply with the requirements of any financial covenant set forth in Section 7.14 (7.03, until the “Financial Covenant”) as expiration of the last day of any calendar month as so required, then for the period beginning on the first 15th day after the end of such date on which financial statements are required to be delivered with respect to the applicable fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)quarter hereunder, the Issuer Borrower shall be permitted have the right to cure such failure issue Permitted Cure Equity for cash or otherwise receive cash contributions to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up capital of the Borrower, and, in each case, to apply the amount of the Specified Contribution received by the Issuer during the Cure Period proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrower no later than 15 days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (d) in each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters during which the Cure Right is not exercised, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v). If, after giving effect to the foregoing recalculationspro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), the Issuer shall then be Borrower is in compliance with the requirements of financial covenants set forth in Section 7.03, the Financial Covenant, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 such Section as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant such Section 7.03 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03 and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times result in any period of four consecutive fiscal quarters. After receipt by adjustment to any amounts other than the Collateral Agent and the Purchasers of a written notice amount of the Issuer’s intent Consolidated EBITDA referred to make a Specified Contribution prior to in the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13immediately preceding sentence.

Cure Right. In Notwithstanding anything to the event that the Issuer fails to comply contrary set forth herein, if Borrower is not in compliance with the requirements financial covenants set forth above in clauses (a) and (b) of Section 7.14 (the “Financial Covenant”) as this Item 16 of the last day of any calendar month as so requiredTerms Schedule, then for the Sponsor will have a fifteen (15) day period beginning commencing on the first day after date of delivery of Borrower's financial statements and Compliance Certificate showing such non-compliance ( the end "Covenant Cure Period") to raise equity in a manner permitted by this Agreement to the extent necessary to cause such financial covenants to meet or exceed the level required hereunder by the last Business Day of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “"Cure Right”"), and upon the receipt by Borrower of such cash (the "Cure Amount") pursuant to the exercise of such Cure Right, such financial covenants shall be recalculated giving effect to a pro forma adjustment to EBITDA, which shall be increased for the last fiscal quarter of the applicable measurement period for the purpose of measuring such financial covenants, but for no other purpose under this Agreement, by an amount equal to the Cure Amount. If, after giving effect to the foregoing recalculationsrecalculation, the Issuer Borrower shall then be in compliance with the requirements of clauses (a) and (b) of this Item 16 of the Financial CovenantTerms Schedule, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 set forth therein as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been (or would have been) no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant any such financial covenant that had occurred (or would have occurred) shall be deemed not to have occurred cured for the purposes of this Agreement and the other Note Documents; provided Agreement. The Cure Amount shall be applied to such fiscal quarter in each subsequent measurement period that (a) includes such fiscal quarter. Borrower shall not be permitted to exercise the Cure Right shall not be exercised more than five two (2) times in any period of four (4) consecutive fiscal quarters or more than three (3) times during the term of this Agreement; Agreement and (b) the maximum aggregate amount of all Cure Right Amounts shall not be exercised more than two times exceed $1,000,000. As used in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice this Item 16 of the Issuer’s intent Terms Schedule, the following terms shall have the following meanings ascribed to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13them.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails Required Holders with a reasonably feasible plan for the Company to comply with the requirements of Section 7.14 (the “Financial Covenant”) as offer or sell Equity Interests or raise Indebtedness of the last day Company or any of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements expiration of the Financial Covenant30-day period above, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.8 that gave rise to such Financial Covenant Default as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such 120-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four two (2) consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice The holders of the Issuer’s Notes agree that from and after their receipt of notice from the Company of its intent to make a Specified Contribution prior to exercise the date required by Cure Right in respect of any Financial Covenant Default in accordance with this Section 8.1310.6(c), neither no holder of the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes, or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the end of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13.which such officer’s certificate relates. Blackstone Private Credit Fund Note Purchase Agreement

Cure Right. In Notwithstanding anything to the contrary contained in this Article VIII, in the event that the Issuer Borrower fails (or, but for the operation of this paragraph, would fail) to comply with the requirements of Section 7.14 (the “a Financial Covenant”) as of , from the last day of any calendar month as so required, then the applicable fiscal quarter until the expiration of the 15th Business Day subsequent to the date the Compliance Certificate for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30thquarter calculating such Financial Covenant is required to be delivered pursuant to Section 6.02(b) day after the end of such calendar month (the “Cure Period”), the Issuer Borrower shall be permitted have the right to cure such failure to comply by receiving a Specified Contribution and by requesting that issue Permitted Cure Securities (including for the Financial Covenant be recalculated by increasing Unrestricted Cash avoidance of doubt additional shares of Series D Preferred Stock) for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period cash (the “Cure Right”). If, after and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, such Financial Covenant shall be recalculated giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer a pro forma adjustment by which Consolidated EBITDA shall be deemed increased with respect to have satisfied such applicable fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the requirements purpose of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure to comply with measuring such Financial Covenant on such dateand not for any other purpose under this Agreement, and the applicable Default or Event of Default with respect by an amount equal to the Financial Covenant Cure Amount; provided, that had occurred (i) in each four consecutive fiscal quarter period there shall be deemed at least two fiscal quarters in which a Cure Right is not to have occurred for purposes of this Agreement and the other Note Documents; provided that exercised, (aii) the a Cure Right shall not be exercised more than five times during the term of this Agreement; and , (biii) for purposes of this Article VIII, the Cure Amount shall be not be given effect in an amount greater than the amount required for purposes of complying with such Financial Covenant, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with such Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash and Cash Equivalents) (other than, to the extent such Cure Amount is actually utilized as a prepayment, such reduction in Indebtedness will be taken into account in the fiscal periods ending after such fiscal quarter) and (v) such proceeds shall not be exercised more than two times applied to prepay the Term Loans in any period accordance with Section 2.05(c)(v). If, after giving effect to the adjustments in this paragraph, the Borrower shall then be in compliance with the requirements of four consecutive fiscal quarterssuch Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Default with respect to such Financial Covenant that would have occurred but for this paragraph shall be deemed cured for the purposes of this Agreement. After During the Cure Period set forth in this Section 8.04, upon receipt by the Collateral Administrative Agent and the Purchasers of a written notice of from the Issuer’s intent Borrower that it intends to make a Specified Contribution prior exercise its Cure Right pursuant to the date required by this Section 8.138.04 for such period, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported resultant Event of Default arising or potential Event of Default that arises solely as a result of a breach of non-compliance with Section 7.14 shall be deemed retroactively to have not occurred, and the Financial Covenant until and unless the applicable Specified Contribution Lenders shall not be permitted to accelerate the Loans or any other Obligations held by them and the Administrative Agent and the Lenders shall not be permitted to exercise remedies against the Collateral, in each case to the extent such acceleration or such exercise of remedies is based solely on a failure to comply with the requirements of Section 7.14 for such period, unless and until such Cure Period shall have been made by passed without the date required Borrower exercising its Cure Right for such fiscal period prior to be made under this Section 8.13the expiration of such Cure Period.

Cure Right. In the event that the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.. ASIA-DOCS\12847562.6 DRAFT 076267-0001

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails Required Holders with a reasonably feasible plan for the Company to comply with the requirements of Section 7.14 (the “Financial Covenant”) as offer or sell Equity Interests or raise Indebtedness of the last day Company or any of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements expiration of the Financial Covenant30-day period above, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.8 that gave rise to such Financial Covenant Default as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such 120-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four two (2) consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice The holders of the Issuer’s Notes agree that from and after their receipt of notice from the Company of its intent to make a Specified Contribution prior to exercise the date required by Cure Right in respect of any Financial Covenant Default in accordance with this Section 8.1310.6(c), neither no holder of the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes, or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the end of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13which such officer’s certificate relates.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that the Issuer Company fails to comply with the requirements of Section 7.14 (6.14, until the “Financial Covenant”) as expiration of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth tenth (30th10th) day after the end of (such calendar month (period, the “Cure Trigger Period”) subsequent to the date the certificate calculating the Fixed Charge Coverage Ratio is required to be delivered pursuant to Section 5.02(a), Holdings (or any direct or indirect parent thereof) shall have the Issuer shall be permitted right to cure such failure issue Permitted Cure Securities for cash or otherwise receive cash contributions to comply by receiving a Specified Contribution and by requesting that (or in the Financial Covenant be recalculated by increasing Unrestricted Cash case of any direct or indirect parent of Holdings receive equity interests in Holdings for such calendar month by an amount up to its cash contributions to) the amount capital of the Specified Contribution received by the Issuer during the Cure Period Holdings (collectively, the “Cure Right”). If, and upon contribution by Holdings of such cash in return for common Equity Interests or for existing Equity Interests to the Company (the “Cure Amount”) pursuant to the exercise by the Company of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.14 shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Fixed Charge Coverage Ratio under Section 6.14 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculationspro forma adjustments, the Issuer Company shall then be in compliance with Section 6.14, the requirements of the Financial Covenant, then Issuer Company shall be deemed to have satisfied the requirements of Sections 7.14 Section 6.14 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant Section 6.14 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement and Agreement. (b) Notwithstanding anything herein to the other Note Documents; provided that contrary, (ai) in each twelve month period there shall be at least two three-month periods during which the Cure Right is not exercised, (ii) there shall not be exercised no more than five times (5) Cure Rights exercised during the term of this Agreement; and , (biii) the Cure Right Amount shall not be exercised more no greater than two times the amount required for purposes of complying with Section 6.14, (iv) all Cure Amounts shall be disregarded for purposes of determining pricing, financial-based ratio conditions and any baskets with respect to the other covenants contained in the Loan Documents, (v) there shall be no pro forma reduction in Indebtedness (by netting or otherwise) with the proceeds of any period Cure Amount for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter for which such Cure Amount is deemed applied and (vi) no Borrowing shall be permitted to be made and no Letter of four consecutive fiscal quarters. After receipt by Credit shall be permitted to be issued, amended, renewed or extended during the Collateral Agent Cure Trigger Period. (c) From and after the Purchasers of date that the Company delivers a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by Agent that it intends to exercise its cure right under this Section 8.137.02, neither the Collateral Agent nor any Purchaser Lender may exercise any rights or remedies under Section 9 7.01 (or under any other Note Loan Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely under Section 6.17 (and any other Default as a result of a breach of the Financial Covenant thereof) until and unless the applicable Specified Contribution shall not have expiration of the Cure Trigger Period has expired without the Cure Amount having been made by the date required to be made under this Section 8.13deemed applied.

Cure Right. In Notwithstanding anything to the contrary contained in this Section 8, in the event that the Issuer fails to comply with the requirements of covenant contained in Section 7.14 6.12(b) (the “Financial Approved Budget Covenant”) as of the last day of with respect to any calendar month as so requiredor any two calendar month period, then the Issuer shall have the right, within sixty (60) days of the applicable month or two calendar month period to issue additional shares of Qualified Capital Stock in exchange for cash (the period beginning on “Equity Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the first day after Actual Disbursement Amount less the end of Maximum Disbursement Amount for such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure PeriodAmount”), . Upon the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received receipt by the Issuer during of the Cure Period (Amount pursuant to the “exercise of such Equity Cure Right”), such Cure Amount shall be deemed to reduce the Actual Disbursement Amount for the applicable calendar month or two calendar month period and the Approved Budget Covenant shall be recalculated for all purposes under the Note Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Issuer shall then be in compliance with the requirements of the Financial Approved Budget Covenant, then the Issuer shall be deemed to have satisfied the requirements of Sections 7.14 the Approved Budget Covenant as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable breach of the Approved Budget Covenant that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of the Issuer, Collateral Agent or any Purchaser for all purposes under the Note Documents. Upon receipt by the Purchasers of notice from the Issuer that they intend to exercise the Equity Cure Right with respect to any calendar month or two calendar month period, then so long as no other Event of Default has occurred and is continuing and solely with respect to the Financial Covenant that had occurred Issuer’s exercise of the Equity Cure Right, until the 60th day following the applicable calendar month or two calendar month period to which such notice relates, the Purchasers shall be deemed not to have occurred for purposes of this Agreement not, and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the direct Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13to, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) otherwise solely on the basis of any actual or purported Event of Default arising solely as a result of a breach of having occurred and being continuing under the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Approved Budget Covenant.

Cure Right. In the event that the Issuer Borrower fails to comply with the requirements of any financial covenant set forth in Section 7.14 (7.03(b), until the “Financial Covenant”) as expiration of the last day of any calendar month as so required, then for the period beginning on the first 5th day after the end of such date on which financial statements are required to be delivered with respect to the applicable fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)quarter hereunder, the Issuer Parent shall be permitted have the right to cure issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such failure cash to comply by receiving a Specified Contribution the capital of the Borrower, and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to apply the amount of the Specified Contribution received by the Issuer during the Cure Period proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”). If, ; provided that (a) such proceeds are actually received by the Borrower no later than 5 days after giving effect the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (b) such proceeds do not exceed the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed aggregate amount necessary to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure cure (by addition to comply with Consolidated EBITDA) such Financial Covenant on such date, and the applicable Default or Event of Default with respect to the Financial Covenant that had occurred shall be deemed not to have occurred under Section 7.03 for purposes of this Agreement and the other Note Documents; provided that such period, (ac) the Cure Right shall not be exercised more than five times during the term of this Agreement; and the Loans, (bd) in each period of four fiscal quarters, there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised, (e) [reserved], (f) there shall not be exercised more than two times no pro forma reduction in any period of four consecutive fiscal quarters. After receipt by Indebtedness with the Collateral Agent and the Purchasers of a written notice proceeds of the Issuer’s intent to make a Specified Contribution prior Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or for determining any pricing, financial covenant based conditions or baskets with respect to the date required by covenants contained in this Agreement, in each case in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (g) such proceeds shall be applied to prepay the Loans in accordance with Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.2.05

Cure Right. In the event that the Issuer fails Borrowers fail to comply with the requirements of any financial covenant set forth in Section 7.14 (7.03, until the “Financial Covenant”) as expiration of the last day of any calendar month as so required, then for the period beginning on the first 10th day after the end of such date on which financial statements are required to be delivered with respect to the applicable fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)quarter hereunder, the Issuer Parent shall be permitted have the right to cure issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such failure cash to comply by receiving a Specified Contribution the capital of the Borrowers, and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to apply the amount of the Specified Contribution received by the Issuer during the Cure Period proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrowers no later than 10 days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than 5 times during the term of the Loans (it being expressly understood and agreed that the exercise of the Cure Right with respect to Section 7.03(a) and/or Section 7.03(b) in a single fiscal quarter shall count as one exercise of the Cure Right), (d) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the fiscal quarter in which the Cure Right is used, and (f) 50% of such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v) (and any remaining proceeds may be retained by the Borrowers). If, after giving effect to the foregoing recalculationspro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), the Issuer shall then be Borrowers are in compliance with the requirements of financial covenants set forth in Section 7.03, the Financial Covenant, then Issuer Borrowers shall be deemed to have satisfied the requirements of Sections 7.14 such Section as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant such Section 7.03 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03 and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times result in any period of four consecutive fiscal quarters. After receipt by adjustment to any amounts other than the Collateral Agent and the Purchasers of a written notice amount of the Issuer’s intent Consolidated EBITDA referred to make a Specified Contribution prior in the immediately preceding sentence. Notwithstanding anything to the date required by contrary contained herein, in no event shall any Applicable Premium be applicable to any prepayment made pursuant to this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Section.

Cure Right. In 108 CHAR1\1707916v5 (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as any Loan Party would otherwise be in default of the last day financial covenant set forth in Section 8.16(a) for any period, on or before the tenth (10th) Business Day subsequent to the due date for delivery of any calendar month the financial statements for such period pursuant to Section 7.01(a) or (b), as so requiredapplicable (such period, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer Borrower shall be permitted have the right to issue its Qualified Capital Stock for cash in an aggregate amount not to exceed the amount necessary to cure such the relevant failure to comply with Section 8.16(a) (such contribution, a “Specified Cure Contribution”), and upon the receipt by receiving a the Borrower of such Specified Cure Contribution and by requesting that within the Financial Covenant Cure Period, the financial covenant set forth in Section 8.16(a) shall be recalculated by increasing Unrestricted Cash for such calendar month by an amount up giving effect to the amount of the Specified Contribution received by the Issuer during the Cure Period following pro forma adjustments (collectively, the “Cure Right”): (A) Product Revenues shall be increased for the final fiscal quarter of such period (the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the Applicable Quarter, solely for the purpose of measuring the financial covenant set forth in Section 8.16(a). , and not for any other purpose under this Agreement, by an amount equal to the Specified Cure Contribution; and (B) If, after giving effect to the foregoing recalculationsrecalculation, the Issuer Loan Parties shall then be in compliance with the requirements of the Financial Covenantfinancial covenant set forth in Section 8.16(a), then Issuer the Loan Parties shall be deemed to have satisfied the requirements of Sections 7.14 the financial covenant set forth in Section 8.16(a) as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant covenant set forth in Section 8.16(a) that had occurred shall be deemed not to have occurred cured for the purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In the event that the Issuer Holdings fails to comply with the requirements of financial covenants set forth in Section 7.14 (6.14 or Section 6.15, Holdings shall have the “Financial Covenant”) as right, within two Business Days after delivery of the last day of any calendar month as so required, then financial statements and related compliance certificate for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month or calendar quarter, as applicable, with respect to which such non- compliance occurred (a “Test Period”) and no more than four times in any 12-month period (the “Cure Cap”), to issue Qualified Equity Interests for cash, which cash shall be contributed to the Borrower as a capital contribution to its common equity (the net cash proceeds thereof received by the Borrower, the “Cure Amount”), which Cure Amount shall be deemed to increase Consolidated EBITDA for the purpose of determining compliance with Section 6.14 (and shall increase current assets for purposes of determining compliance with Section 6.15) solely for purposes testing such financial covenants for such Test Period and each of the subsequent test periods that include the calendar month or calendar quarter, as applicable, for which the cure rights under this Section 6.16 have been exercised; provided that (i) no increase in Consolidated EBITDA on account of the Cure Amount shall be applicable for any other purpose under this Agreement or any other Loan Document, (ii) no Cure Amount shall increase any covenant basket or carve-out that is increased by the issuance of any Equity Interests, (iii) no Cure Amount shall exceed the amount necessary to cause compliance with the financial covenants set forth in Section 6.14 or Section 6.15 for the Test Period then ended, (iv) any prepayment of the Loans with the proceeds of any Cure Amount shall be disregarded in determining any financial covenant set forth in Section 6.14 or Section 6.15 for the Test Period for which the Cure Amount is utilized and (v) in the event of any two consecutive exercises of cure rights under this Section 6.16 for any consecutive Test Periods ending, respectively, (y) on the last day of the third calendar month of any fiscal quarter and (z) on the last day of such same effect as though there had been no failure fiscal quarter, then such consecutive exercises shall be deemed to comply with such Financial Covenant on such dateconstitute a single exercise, and shall in no event count as more than one such exercise, of such cure rights under this Section 6.16 for purposes of determining compliance with the applicable Cure Cap in any 12-month period. Upon the application of the Cure Amount in accordance with this Section 6.16, any Default or Event of Default arising from Holdings’ failure to comply with respect to the Financial Covenant that had occurred financial covenants set forth in Section 6.14 or Section 6.15 for such Test Period shall be deemed not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13cured.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted Company to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount offer or sell Equity Interests or raise Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred eighty (180) calendar days after the requirements end of the Financial Covenantapplicable quarter or fiscal year to which such officer’s certificate relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.6 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred eighty (180) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each such subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred eighty (180) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable one hundred eighty (180) day period). BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.6(c), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13Notes shall impose any Default Rate of interest, neither the Collateral Agent nor any Purchaser may accelerate its Notes, or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred eighty (180) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13which such officer’s certificate relates.

Cure Right. In For purposes of curing an Event of Default under Section 8.01(b) arising from the event that the Issuer fails Loan Parties’ failure to comply with the requirements Financial Covenant on a one time basis during the term of Section 7.14 this Agreement, the Borrower may irrevocably elect (by irrevocable written notice of intent to cure received by the “Agent from the Borrower on the date of such breach of the Financial Covenant”) as to apply the proceeds of a Cure Right Contribution Transaction received by the last day of any calendar month as so required, then Borrower to repay the Obligations to increase Excess Availability for the period beginning on purposes of determining compliance with the first day after Financial Covenant to cure such Event of Default in accordance with this Section 8.04 (any such proceeds received by the end Borrower and used to cure such Event of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the Default in accordance with this Section 8.04, a “Cure PeriodSpecified Contribution”), ; provided that all of following conditions are satisfied: (a) the Issuer Borrower shall not be permitted to cure such an Event of Default under Section 8.01(b) arising from the Loan Parties’ failure to comply by receiving a Specified Contribution and by requesting that with the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up pursuant to this Section 8.04 more than one (1) time during the term of this Agreement, (b) the amount of the any Specified Contribution received by must be equal to or greater than the Issuer during sum of (x) the Cure Period (amount required to cause the “Cure Right”). If, after giving effect Loan Parties to the foregoing recalculations, the Issuer shall then be in compliance with the requirements Financial Covenant, plus (y) $3,000,000, and (c) the proceeds of such Specified Contribution shall be applied by the Borrower to prepay the Loans and Cash Collateralize the L/C Obligations in accordance with Section 2.05(e) on or prior to the date that is three (3) Business Days after the date on which such Event of Default occurred as a result of a breach of the Financial Covenant, then Issuer provided, further, that prior to receipt by the Borrower of such Specified Contribution and the application of such amounts to the Obligations as provided in this Section 8.04, any Event of Default that has occurred as a result of a breach of the Financial Covenant shall be (and shall be deemed to be) continuing for all purposes under the Loan Documents and, among other things, the Lenders (including the Swing Line Lender and the L/C Issuer) shall have no obligation to make additional loans or otherwise extend additional credit hereunder. Upon the Borrower’s receipt of such Specified Contribution and the application thereof to the payment of the Obligations and the satisfaction of the conditions set forth in this Section 8.04, the Financial Covenant shall be deemed to be satisfied the requirements of Sections 7.14 and complied with as of the last day of date the applicable calendar month Financial Covenant DB1/ 123795142.13 was breached with the same effect as though there had been no failure to comply with such the Financial Covenant on such dateCovenant, and the applicable Default or such Event of Default as a result the Loan Parties’ failure to comply with respect to the Financial Covenant that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Loan Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In If, within thirty (30) calendar days after the event that Company determines the Issuer fails to comply with existence of (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the requirements of Section 7.14 (Company may present the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted Company to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount offer or sell Equity Interests or raise Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of the applicable quarter or fiscal year to which such Financial CovenantCovenant Default relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 covenant under Section 10.7(a) that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each such subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable one hundred twenty (120) day period). The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.7(b), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13.which such officer’s certificate relates. EPT 16 LLC Note Purchase Agreement

Cure Right. In (a) Notwithstanding anything to the event that the Issuer contrary contained in Section 8.1 or Section 8.2, if: (i) Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.14 (the “Financial Covenant”7.17(b) as of the last day of any calendar month as so required, then for Fiscal Quarter; and (ii) during the period beginning on the first last day after the end of such fiscal month Fiscal Quarter and ending on the thirtieth (30th) day after the end of such calendar month date on which financial statements with respect thereto are required to be delivered pursuant to Section 6.2 (the “Cure Period”), the Issuer Borrower receives a Specified Equity Contribution, then Borrower shall be permitted to cure such failure to comply by receiving making a principal payment in respect of the Obligations with the proceeds of such Specified Contribution and Equity Contribution, which payment shall be deemed to decrease the amount of Consolidated Funded Debt as of the last day of such Fiscal Quarter by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount so paid up to the amount required to cause Borrower to be in compliance with such financial covenant pursuant to the operation of the Specified Contribution received by the Issuer during the this Section 8.4. The rights of Borrower under this Section 8.4 with respect to any Cure Period (are herein called the “Cure Right”). Upon receipt of the Specified Equity Contribution, the financial covenant set forth in Section 7.17(b) shall be recalculated after giving effect to such deemed decrease in the amount of Consolidated Funded Debt. (b) If, after giving effect to the foregoing recalculations, the Issuer Borrower shall then be in compliance with the requirements of Section 7.17(b) (as evidenced by the Financial Covenantdelivery by Borrower to Administrative Agent of a Compliance Certificate reflecting such recalculation(s)), then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 Section 7.17(b) as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on such datetherewith, and the applicable Default breach or Event of Default with respect to the Financial Covenant default resulting therefrom that had occurred shall be deemed not to have occurred cured for the purposes of this Agreement Agreement. (c) Borrower shall deliver to Administrative Agent written notice that Borrower intends to exercise the Cure Right during a Cure Period, and upon Administrative Agent’s receipt of such written notice, Administrative Agent and Lenders shall not be permitted to accelerate the other Note Documents; provided Loans held by them, to charge interest at the Default Rate, or to exercise rights or remedies under the Loan Documents on the basis of a failure to comply with Section 7.17(b), unless such failure is not cured pursuant to the operation of this section during such Cure Period. 107 CREDIT AGREEMENT (d) The parties hereby acknowledge and agree that (ai) the Cure Right does not apply to any other covenants in this Agreement other than the covenant set forth in Section 7.17(b), (ii) any deemed decrease in Consolidated Funded Debt as of the last day of any Fiscal Quarter pursuant to the Cure Right shall be applied solely for the purpose of effecting compliance with Section 7.17(b) with respect to such Fiscal Quarter and not for any other purpose under any Loan Document, and (iii) the Cure Right may not be exercised (x) more than five 5 times during the term of this Agreement; and Agreement or (by) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Fiscal Quarters.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) a Consolidated Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted Company to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount offer or sell Equity Interests or raise Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within sixty (60) calendar days after the requirements end of the Financial Covenantapplicable quarter or fiscal year to which such officer’s certificate relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such sixty (60) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such 60-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable 60-day period). Trinity Capital Inc. Master Note Purchase Agreement The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.7(c), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is sixty (60) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13which such officer’s certificate relates.

Cure Right. In (a) For the event that purpose of determining whether an Event of Default under Section 9.1 has occurred, the Issuer fails Borrower may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of stock (other than Disqualified Equity Interests) of the Borrower, or a cash contribution to comply with the requirements stock (other than Disqualified Equity Interests) of Section 7.14 the Borrower (the “Financial CovenantCure Amount”), in each case as an increase to EBITDA on a dollar-for-dollar basis equal to such Cure Amount solely for the applicable fiscal quarter (a “Cure Quarter”) as (and any Test Period that includes such Cure Quarter) and solely for the purpose of complying with the First Lien Net Leverage Ratio set forth in Section 9.1 for such Cure Quarter (and any Test Period that includes such Cure Quarter); provided that (i) such amounts to be designated are actually received by the Borrower on or after the last day of such applicable Cure Quarter on or prior to the tenth (10th) Business Day after the date on which the Financial Statements are required to be delivered with respect to such applicable Cure Quarter (the “Cure Expiration Date”), (ii) such amounts do not exceed the minimum amount to cure any calendar month Event of Default in respect of Section 9.1 as so required, then for the period beginning on the first day after of the end of such fiscal month Cure Quarter and ending (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no reduction in Consolidated Funded Indebtedness for the purposes of calculating compliance with Section 9.1 for any Cure Quarter in which the Cure Amount is included in the calculation of EBITDA (it being understood that Loans repaid with the Cure Amount shall be deemed repaid for purposes of determining compliance with Section 9.1 for subsequent periods) and (iv) the Borrower shall have provided notice to the Agent on the thirtieth date such amounts are designated as a “Cure Amount”. (30thb) day after The parties hereto hereby acknowledge that this Section 9.2 may not be relied on for purposes of calculating any financial ratios other than for determining actual compliance with Section 9.1 (and not Pro Forma Compliance with Section 9.1 that is required by any other provision of this Agreement) and shall not at any time result in any adjustment (on a Pro Forma Basis or otherwise) to any amounts (including the amount of Indebtedness) or increase in cash, in each case, for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any term, provision or covenant hereunder. (c) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, Section 9.1 shall be deemed complied with as of the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month relevant fiscal quarter with the same effect as though there had been no failure to comply with such Financial Covenant on such date, Section 9.1 and the applicable Default or any Event of Default with in respect to the Financial Covenant that had occurred of Section 9.1 shall be deemed not to have occurred for purposes of this Agreement and the other Note Loan Documents; provided that , (aii) upon delivery to the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 8.139.2, neither the Collateral Agent nor any Purchaser Lender may exercise any rights or remedies under Section 9 Article X (or under any other Note Loan Document, including the imposition of interest at the Default Rate) solely on the basis of any actual or purported Event of Default arising solely as a result in respect of a breach of the Financial Covenant Section 9.1 until and unless the applicable Specified Contribution Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) (i) the cure right set forth in this Section 9.2 shall not have been made by be exercised in consecutive fiscal quarters and (ii) during the date required to be made under term of this Agreement, the Borrower may not exercise the cure right set forth in this Section 8.139.2 more than four (4) times in the aggregate. (e) 100% of the proceeds of the Cure Amount shall be used to prepay the Loans in accordance with and to the extent required by Section 2.5(b)(iv).

Cure Right. In For purposes of curing an Event of Default under Section 8.01(b) arising from the event that the Issuer fails Loan Parties’ failure to comply with the requirements Financial Covenant on a one time basis during the term of Section 7.14 this Agreement, the Borrower may irrevocably elect (by irrevocable written notice of intent to cure received by the “Agent from the Borrower on the date of such breach of the Financial Covenant”) as to apply the proceeds of a Cure Right Contribution Transaction received by the last day of any calendar month as so required, then Borrower to repay the Obligations to increase Excess Availability for the period beginning on purposes of determining compliance with the first day after Financial Covenant to cure such Event of Default in accordance with this Section 8.04 (any such proceeds received by the end Borrower and used to cure such Event of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the Default in accordance with this Section 8.04, a “Cure PeriodSpecified Contribution”), ; provided that all of following conditions are satisfied: (a) the Issuer Borrower shall not be permitted to cure such an Event of Default under Section 8.01(b) arising from the Loan Parties’ failure to comply by receiving a Specified Contribution and by requesting that with the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up pursuant to this Section 8.04 more than one (1) time during the term of this Agreement, (b) the amount of the any Specified Contribution received by must be equal to or greater than the Issuer during sum of (x) the Cure Period (amount required to cause the “Cure Right”). If, after giving effect Loan Parties to the foregoing recalculations, the Issuer shall then be in compliance with the requirements Financial Covenant, plus (y) $3,000,000, and (c) the proceeds of such Specified Contribution shall be applied by the Borrower to prepay the Loans and Cash Collateralize the L/C Obligations in accordance with Section 2.05(e) on or prior to the date that is three (3) Business Days after the date on which such Event of Default occurred as a result of a breach of the Financial Covenant, (d) provided, then Issuer further, that prior to receipt by the Borrower of such Specified Contribution and the application of such amounts to the Obligations as provided in this Section 8.04, any Event of Default that has occurred as a result of a breach of the Financial Covenant shall be (and shall be deemed to be) continuing for all purposes under the Loan Documents and, among other things, the Lenders (including the Swing Line Lender and the L/C Issuer) shall have no obligation to make additional loans or otherwise extend additional credit hereunder. Upon the Borrower’s receipt of such Specified Contribution and the application thereof to the payment of the Obligations and the satisfaction of the conditions set forth in this Section 8.04, the Financial Covenant shall be deemed to be satisfied the requirements of Sections 7.14 and complied with as of the last day of date the applicable calendar month Financial Covenant was breached with the same effect as though there had been no failure to comply with such the Financial Covenant on such dateCovenant, and the applicable Default or such Event of Default as a result the Loan Parties’ failure to comply with respect to the Financial Covenant that had occurred shall be deemed not to have occurred for purposes of this Agreement and the other Note Loan Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) a Consolidated Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted Company to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount offer or sell Equity Interests or raise Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of the Financial Covenantapplicable quarter or fiscal year to which such officer’s certificate relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such 120-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable 120-day period). The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.7(d), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the end of the applicable quarter or fiscal year to which such officer’s certificate relates; provided, that, for the avoidance of doubt and notwithstanding anything herein to the contrary, interest on any unpaid balance on the Notes and on any overdue payment of any Make-Whole Amount shall accrue at a rate per annum equal to the Default Rate until such Financial Covenant until and unless the applicable Specified Contribution Default shall not have been made by the date required to be made under this Section 8.13.cured or waived. Lafayette Square USA, Inc. Note Purchase Agreement

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)Company to offer or sell Equity Interests or raise, the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount payoff or satisfy Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be in compliance with deemed received (and/or the requirements raise, payoff or satisfaction of the Financial Covenant, then Issuer Indebtedness shall be deemed to have satisfied occurred) immediately prior to such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of Sections 7.14 the applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the Company shall be deemed to have complied with the relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each such subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable one hundred twenty (120) day period). HPS CORPORATE CAPITAL SOLUTIONS FUND NOTE PURCHASE AGREEMENT The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.7(c), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13which such officer’s certificate relates.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)Company to offer or sell Equity Interests or raise, the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount payoff or satisfy Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be in compliance with deemed received (and/or the requirements raise, payoff or satisfaction of the Financial Covenant, then Issuer Indebtedness shall be deemed to have satisfied occurred) immediately prior to such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of Sections 7.14 the applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the Company shall be deemed to have complied with the relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each such subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (for the term avoidance of this Agreement; and (b) doubt, the Cure Right shall not be deemed to have been exercised more than two times in any period of four consecutive subsequent fiscal quartersquarter within any applicable one hundred twenty (120) day cure period). After receipt by the Collateral Agent and the Purchasers of a written notice The holders of the Issuer’s Notes agree that from and after their receipt of notice from the Company of its intent to make a Specified Contribution prior to exercise the date required by Cure Right in respect of any Financial Covenant Default in accordance with this Section 8.1310.7(c), neither no holder of the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13.which such officer’s certificate relates. STEPSTONE PRIVATE CREDIT FUND LLC NOTE PURCHASE AGREEMENT

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted Company to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount offer or sell Equity Interests or raise Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be deemed received immediately prior to such default and used immediately prior to such default as specified in compliance with such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of the Financial Covenantapplicable quarter or fiscal year to which such officer’s certificate relates, then Issuer then, once such plan is submitted, the Company shall be deemed to have satisfied complied with the requirements of Sections 7.14 relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each such subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable one hundred twenty (120) day period). The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.7(c), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13.which such officer’s certificate relates. HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT

Cure Right. In (a) For the event that purpose of determining whether an Event of Default under Section 9.1 has occurred, the Issuer fails Borrower may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of stock (other than Disqualified Equity Interests) of the Borrower, or a cash contribution to comply with the requirements stock (other than Disqualified Equity Interests) of Section 7.14 the Borrower (the “Financial CovenantCure Amount”), in each case as an increase to EBITDA on a dollar-for-dollar basis equal to such Cure Amount solely for the applicable fiscal quarter (a “Cure Quarter”) as (and any Test Period that includes such Cure Quarter) and solely for the purpose of complying with the First Lien Net Leverage Ratio set forth in Section 9.1 for such Cure Quarter (and any Test Period that includes such Cure Quarter); provided that (i) such amounts to be designated are actually received by the Borrower on or after the last day of such applicable Cure Quarter on or prior to the tenth (10th) Business Day after the date on which the Financial Statements are required to be delivered with respect to such applicable Cure Quarter (the “Cure Expiration Date”), (ii) such amounts do not exceed the minimum amount to cure any calendar month Event of Default in respect of Section 9.1 as so required, then for the period beginning on the first day after of the end of such fiscal month Cure Quarter and ending (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no reduction in Consolidated Funded Indebtedness for the purposes of calculating compliance with Section 9.1 for any Cure Quarter in which the Cure Amount is included in the calculation of EBITDA (it being understood that Loans repaid with the Cure Amount shall be deemed repaid for purposes of determining compliance with Section 9.1 for subsequent periods) and (iv) the Borrower shall have provided notice to the Agent on the thirtieth date such amounts are designated as a “Cure Amount”. (30thb) day after The parties hereto hereby acknowledge that this Section 9.2 may not be relied on for purposes of calculating any financial ratios other than for determining actual compliance with Section 9.1 (and not Pro Forma Compliance with Section 9.1 that is required by any other provision of this Agreement) and shall not at any time result in any adjustment (on a Pro Forma Basis or otherwise) to any amounts (including the amount of Indebtedness) or increase in cash, in each case, for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any term, provision or covenant hereunder. (c) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, Section 9.1 shall be deemed complied with as of the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month relevant fiscal quarter with the same effect as though there had been no failure to comply with such Financial Covenant on such date, Section 9.1 and the applicable Default or any Event of Default with in respect to the Financial Covenant that had occurred of Section 9.1 shall be deemed not to have occurred for purposes of this Agreement and the other Note Loan Documents; provided that , (aii) upon delivery to the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 8.139.2, neither the Collateral Agent nor any Purchaser Lender may exercise any rights or remedies under Section 9 Article X (or under any other Note Loan Document, including the imposition of interest at the Default Rate) solely on the basis of any actual or purported Event of Default arising solely as a result in respect of a breach of the Financial Covenant Section 9.1 until and unless the applicable Specified Contribution Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) (i) the cure right set forth in this Section 9.2 shall not have been made by be exercised in consecutive fiscal quarters and (ii) during the date required to be made under term of this Agreement, the Borrower may not exercise the cure right set forth in this Section 8.139.2 more than four (4) times in the aggregate. (e) 100% of the proceeds of the Cure Amount shall be used to prepay the Loans in accordance with Section 2.5(b)(iv).

Cure Right. In (a) Notwithstanding anything to the event that the Issuer contrary contained in this Article VII, if Holdings fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as of the last day of any calendar month as so required6.12, then for then, during the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”) from the first day of the last quarter of the relevant Test Period to the date that is ten (10) Business Days after the date on which the certificate calculating the Fixed Charge Coverage Ratio for such Test Period is required to be delivered pursuant to Section 5.01(d), Holdings (or any Parent) shall have the Issuer shall be permitted right to cure such failure issue Permitted Cure Securities for cash or otherwise receive cash contributions to comply by receiving a Specified Contribution and by requesting that (or in the Financial Covenant be recalculated by increasing Unrestricted Cash case of any Parent receive equity interests in Holdings for such calendar month by an amount up to its cash contributions to) the amount capital of the Specified Contribution received by the Issuer during the Cure Period Holdings (collectively, the “Cure Right”). If, and upon contribution by Holdings or any Parent to Holdings or a Borrower of such cash in return for common Equity Interests or for existing Equity Interests of such Borrower (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Fixed Charge Coverage Ratio under Section 6.12 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculationspro forma adjustments, the Issuer Holdings shall then be in compliance with the requirements of the Financial CovenantSection 6.12, then Issuer Holdings shall be deemed to have satisfied the requirements of Sections 7.14 Section 6.12 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant Section 6.12 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement and Agreement. (b) Notwithstanding anything herein to the other Note Documents; provided that contrary, (ai) in each four fiscal-quarter period there shall be at least two fiscal quarters during which the Cure Right is not exercised, (ii) the Cure Right shall not may be exercised no more than five four times during the term of this Agreement; and , (biii) the Cure Right Amount shall not be exercised more no greater than two times in the amount required for purposes of complying with Section 6.12, (iv) all Cure Amounts shall be disregarded for purposes of determining any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior baskets or ratios with respect to the date required by this Section 8.13other covenants contained in the Loan Documents and (v) if, neither the Collateral Agent nor during any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note DocumentCure Period, including the imposition of interest at the Default Rate) on the basis of any actual or purported an Event of Default arising solely as a result occurs under Section 6.12 for the Test Period ending during such Cure Period, such Event of a breach Default shall be deemed not to exist for the purposes of this Agreement or any other Loan Document (except for the purposes of Section 4.02) if Holdings advises the Agent in writing that the exercise of the Financial Covenant until Cure Right is being diligently pursued and unless the applicable Specified Contribution shall not have been made by the date required such exercise continues to be made under diligently pursued (it being understood that this Section 8.13clause (v) shall automatically cease to be applicable on the last day of such Cure Period).

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Issuer Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of Section 7.14 (the “Financial Covenant”) as of the last day of any calendar month as so required, then for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer shall be deemed to have satisfied the requirements of Sections 7.14 as of from the last day of the applicable calendar month with fiscal quarter until the same effect as though there had been no failure expiration of the 10th Business Day subsequent to comply with the date the certificate calculating such Financial Covenant on is required to be delivered pursuant to Section 5.04(c), Holdings, the Borrower and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such dateentities, and in each case, to contribute any such cash to the applicable Default or Event capital of Default the Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant that had occurred shall be deemed and not for any other purpose under this Agreement, by an amount equal to have occurred for purposes of this Agreement and the other Note DocumentsCure Amount; provided that (ai) the in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Agreement, (iii) for purposes of this Agreement; Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant, (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) and (bv) the Cure Amount shall not build the Available Free Cash Flow Amount. If, after giving effect to the adjustments in this Section 7.03, the Borrower shall then be in compliance with the requirements of the Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable 155 breach or default of the Financial Covenant that had occurred shall be deemed cured. In the event that (i) no Default exists other than that arising due to failure of the Borrower to comply with Financial Covenant, and (ii) Holdings, the Borrower or such Parent Entity, as applicable, shall have delivered to Administrative Agent written notice of its intention to cause Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 15 days prior to, and no later than the fifth day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the Financial Covenant as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the 10th day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c) and (y) the date, if any, on which Holdings, the Borrower or such Parent Entity notifies the Administrative Agent in writing that such Cure Right shall not be exercised more than two times in any exercised, no Default shall be deemed to exist during such period for purposes of four consecutive fiscal quarters. After receipt by the Collateral Agent this Agreement and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Administrative Agent nor any Purchaser may Lender shall exercise any rights or remedies under set forth in Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising 7.01 hereof during such period solely as a result of a breach of the failure by the Borrower to comply with the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Covenant.

Cure Right. In Notwithstanding anything to the contrary contained in this Article VIII, in the event that the Issuer Borrower fails (or, but for the operation of this paragraph, would fail) to comply with the requirements of Section 7.14 (the “Financial Covenant”) as of , from the last day of any calendar month as so required, then the applicable fiscal quarter until the expiration of the 15th Business Day subsequent to the date the Compliance Certificate for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30thquarter calculating such Financial Covenant is required to be delivered pursuant to Section 6.02(b) day after the end of such calendar month (the “Cure Period”), the Issuer Borrower shall be permitted have the right to cure such failure to comply by receiving a Specified Contribution and by requesting that issue Permitted Cure Securities (including for the Financial Covenant be recalculated by increasing Unrestricted Cash avoidance of doubt additional shares of Series D Preferred Stock) for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period cash (the “Cure Right”). If, after and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to the foregoing recalculations, the Issuer shall then be in compliance with the requirements of the Financial Covenant, then Issuer a pro forma adjustment by which Consolidated EBITDA shall be deemed to have satisfied the requirements of Sections 7.14 as of the last day of the applicable calendar month with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable Default or Event of Default increased with respect to such applicable fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that had occurred (i) in each four consecutive fiscal quarter period there shall be deemed at least two fiscal quarters in which a Cure Right is not to have occurred for purposes of this Agreement and the other Note Documents; provided that exercised, (aii) the a Cure Right shall not be exercised more than five times during the term of this Agreement; , (iii) for purposes of this Article VIII, the Cure Amount shall be not be given effect in an amount greater than the amount required for purposes of complying with the Financial Covenant, and (biv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash and Cash Equivalents) (other than, to the extent such Cure Amount is actually utilized as a prepayment, such reduction in Indebtedness will be taken into account in the fiscal periods ending after such fiscal quarter). If, after giving effect to the adjustments in this paragraph, the Borrower shall not then be exercised more than two times in any period compliance with the requirements of four consecutive fiscal quartersthe Financial Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Default with respect to the Financial Covenant that would have occurred but for this paragraph shall be deemed cured for the purposes of this Agreement. After During the Cure Period set forth in this Section 8.04, upon receipt by the Collateral Administrative Agent and the Purchasers of a written notice of from the Issuer’s intent Borrower that it intends to make a Specified Contribution prior exercise its Cure Right pursuant to the date required by this Section 8.138.04 for such period, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported resultant Event of Default arising or potential Event of Default that arises solely as a result of a breach of non-compliance with Section 7.14 shall be deemed retroactively to have not occurred, and the Financial Covenant until and unless the applicable Specified Contribution Lenders shall not be permitted to accelerate the Loans or any other Obligations held by them and the Administrative Agent and the Lenders shall not be permitted to exercise remedies against the Collateral, in each case to the extent such acceleration or such exercise of remedies is based solely on a failure to comply with the requirements of Section 7.14 for such period, unless and until such Cure Period shall have been made by passed without the date required Borrower exercising its Cure Right for such fiscal period prior to be made under this Section 8.13the expiration of such Cure Period.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Company may present the Issuer fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) as holders of the last day of any calendar month as so required, then Notes with a reasonably feasible plan for the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)Company to offer or sell Equity Interests or raise, the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount payoff or satisfy Indebtedness of the Specified Contribution received by the Issuer during the Cure Period Company or any of its subsidiaries (the “Cure Right”). If, after giving effect to the foregoing recalculations, the Issuer proceeds of which shall then be in compliance with deemed received (and/or the requirements raise, payoff or satisfaction of the Financial Covenant, then Issuer Indebtedness shall be deemed to have satisfied occurred) immediately prior to such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of Sections 7.14 the applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the Company shall be deemed to have complied with the relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the last relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day of the applicable calendar month period with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default or Event of Default with respect to the Financial Covenant Default that had occurred shall be deemed not to have occurred cured for each such subsequent fiscal quarter for the purposes of this Agreement Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and the other Note Documents; provided that (aii) the Cure Right shall not be exercised more than five times during in any two (2) consecutive fiscal quarters (which, for the term avoidance of this Agreement; doubt, shall not include any subsequent fiscal quarter within any applicable one hundred twenty (120) day period). The holders of the Notes agree that from and (b) after their receipt of notice from the Company of its intent to exercise the Cure Right shall not be exercised more than two times in respect of any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice Financial Covenant Default in accordance with this Section 10.7(c), no holder of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may Notes shall accelerate its Notes or exercise any of its rights or remedies under pursuant to Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) 12 solely on the basis of any actual or purported Event the occurrence and continuance of such Financial Covenant Default arising solely as a result during the period from the date of a breach delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the Financial Covenant until and unless end of the applicable Specified Contribution shall not have been made by the date required quarter or fiscal year to be made under this Section 8.13which such officer’s certificate relates.

Cure Right. In (i) Notwithstanding anything to the contrary contained in this Section 7, in the event that the Issuer fails Loan Parties fail to comply with the requirements of the financial covenants set forth in Section 7.14 7(a) or Section 7(b), commencing (the “Financial Covenant”A) as with respect to a cure of a breach of Section 7(a), on the last day of any calendar the last month as so required, then for of the period beginning on applicable fiscal quarter with respect to which such covenants are being tested until the first day expiration of the fifth (5th) Business Day after the end date on which financial statements with respect to the test period in which such covenants are being measured are required to be delivered pursuant to Schedule 5.1, or (B) with respect to a cure of such fiscal month and ending on a breach of Section 7(b), the thirtieth fifth (30th5th) day Business Day after the end date of such calendar month the applicable breach (the each, a “Cure Period”), any of the Issuer direct and indirect equity owners of Holdings shall be permitted have the right to cure such failure to comply by receiving make a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up direct or indirect common equity investment (or other equity investments reasonably acceptable to the amount of Agent) in the Specified Contribution received by the Issuer during the Cure Period Borrowers in cash (the “Cure Right”). , and upon the receipt by the Borrowers of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds to such Person, the “Specified Equity Contribution”), the covenants set forth in such Section shall be recalculated, giving effect to a pro forma increase to EBITDA or Rezolve Liquidity, as applicable for such test period or applicable date in an amount equal to such net cash proceeds (but without, for the avoidance of doubt, giving pro forma effect to any repayment of Indebtedness with such Specified Equity Contribution for the fiscal quarter in respect of which such Cure Right was exercised through either the netting of cash or prepayment of Loans or other Indebtedness in connection therewith for purposes of determining compliance with such financial covenant for such fiscal quarter); provided that such pro forma adjustment to EBITDA or Rezolve Liquidity shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the financial covenants set forth in Section 7(a) or Section 7(b and not for any other purpose under any Loan Document; provided, further, that, if a Cure Right to remedy such Event of Default is available at such time, then until the expiration of such Cure Period, no Agent or Lender shall have the right to exercise any remedies against the Loan Parties or any Collateral as a result of the occurrence and continuance of an Event of Default under Section 9 arising from the failure to comply with Section 7(a) or Section 7(b). (ii) If, after giving effect the exercise of the Cure Right and the recalculations pursuant to the foregoing recalculationsclause (a) above, the Issuer Loan Parties shall then be in compliance with the requirements of the Financial Covenantfinancial covenants set forth in Section 7(a) or Section 7(b) during such test period or as of the applicable date, then Issuer the Loan Parties shall be deemed to have satisfied the requirements of Sections 7.14 such financial covenants as of the last day relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Default or Event of Default under Section 8.2(a) that had occurred shall be deemed cured. The exercise of the applicable calendar month Cure Right shall be subject to the following limitations and requirements: (i)in each four-fiscal quarter period, there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) there shall be no more than two (2) Specified Equity Contributions during the term of this Agreement, (iii) with respect to any exercise of the Cure Right, the Specified Equity Contribution shall be no greater than the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in Section 7(a) or Section 7(b) (the “Cure Amount”), (iv) all Specified Equity Contributions will be disregarded for all purposes under this Loan Documents (other than for determining compliance with Section 7(a) or Section 7(b)) including for the purposes of calculating pricing and determining the availability of any carve-outs with respect to the covenants contained in Article VII hereof and (v) an amount equal to 100% of the Net Cash Proceeds of any Specified Equity Contributions shall be applied to repay the Loans. (iii) Upon actual receipt and designation of the Cure Amount by the Borrowers, the financial covenants under Section 7(a) or Section 7(b) shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the financial covenants under such Financial Covenant on such date, Section 7(a) or Section 7(b) and the applicable Default or any Event of Default with respect to the Financial Covenant that had occurred or potential Event of Default under Section 8.2(a) shall be deemed not to have occurred for purposes of this Agreement and the other Note Loan Documents; provided provided, however, that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13making of the Specified Equity Contribution and cure of such default in such financial covenant, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported such default shall constitute an Event of Default arising solely as a result for purposes of a breach determining compliance with any conditions precedent to funding of Loans hereunder and in determining compliance with any provision of the Financial Covenant until and unless Loan Documents that restricts or prohibits certain actions during the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13existence of an Event of Default.

Cure Right. In (a) Notwithstanding anything to the event that the Issuer contrary contained in this Agreement, if: (i) Borrower fails to comply with the requirements of Section 7.14 (the “Financial Covenant”) any financial covenant set forth in Article VI as of the last day of any calendar month as so required, then for Fiscal Quarter; and (ii) during the period beginning on the first day after the end of such fiscal month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”)) beginning ten Business Days prior to such day and ending twenty Business Days after the date on which financial statements with respect to such Fiscal Quarter are required to be delivered pursuant to Section 4.2, the Issuer shall be permitted to cure such failure to comply by receiving Borrower receives a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash Equity Contribution, then Consolidated EBITDA for such calendar month Fiscal Quarter shall, for the purposes of the financial covenants set forth in Article VI, be deemed increased by an amount up to the amount of the Specified Contribution received by net cash proceeds so contributed, up to (but not exceeding) the Issuer during amounts required to cause Borrower to be in compliance with such financial covenants pursuant to the operation of this Section 8.6. The rights of Borrower under this Section 8.6 with respect to any Cure Period (are herein called the “Cure Right”). . (b) If, after giving effect to the foregoing recalculations, the Issuer Borrower shall then be in compliance with the requirements of the Financial CovenantSection 6.1 and Section 6.2, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 Section 6.1 and Section 6.2 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on such datetherewith, and the applicable Default breach or Event default of Default with respect to the Financial Covenant financial covenant set forth in Article VI that had occurred shall be deemed not to have occurred cured for the purposes of this Agreement Agreement. (c) Upon receipt by Administrative Agent of written notice that Borrower intends to exercise its Cure Right during a Cure Period, Administrative Agent and Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies under the other Note Documents; provided Loan Documents on the basis of a failure to comply with any financial covenant set forth in Article VI, unless such failure is not cured pursuant to the operation of this section during such Cure Period. (d) The parties hereby acknowledge and agree that (ai) the Cure Right does not apply to covenants in this Agreement other than those in set forth in Article VI, (ii) any deemed increase to Consolidated EBITDA in any Fiscal Quarter pursuant to the Cure Right shall be applied solely for the purpose of effecting compliance with Section 6.1 and Section 6.2 with respect to any period that includes such Fiscal Quarter and not for any other purpose under any Loan Document, , (iii) the Cure Right may not be exercised more than five two times during any four fiscal quarter period, (iv) the Cure Right may not be exercised more than four times during the term of this Agreement; , and (bv) the Cure Right shall does not be exercised more than two times include any pro forma or actual reduction in Indebtedness with the proceeds of any period Specified Equity Contribution (even if the proceeds of four consecutive fiscal quarters. After receipt by any Specified Equity Contribution are actually used to repay Indebtedness, and regardless of whether the Collateral Agent and the Purchasers of a written notice proceeds of the Issuer’s intent to make a Specified Equity Contribution prior to are received before or after the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis last day of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13Fiscal Quarter).

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 8.1, in the event that the Issuer Borrower fails (or, but for the operation of this Section 8.2, would fail) to comply with the requirements financial covenants of Section 7.14 7.1, from the date the certificate calculating compliance with such financial covenants is required to be delivered pursuant to Section 6.2(b) until the expiration of the 10th day subsequent to such date, the Sponsor Group shall have the right to contribute, directly or indirectly, cash to the common equity capital of the Borrower in consideration of the issuance of common equity of the Borrower (the “Financial Covenant”"Cure Right"), and upon the receipt by the Borrower of such cash (the "Cure Amount") as pursuant to the exercise by the Sponsor Group of such Cure Right such financial covenants shall be recalculated giving effect to the last day of any calendar month as so required, then following pro forma adjustments: (i) Consolidated EBITDA shall be increased for the period beginning on the first day after the end of such fiscal month and quarter ending on the thirtieth (30th) day after date such financial covenant is being tested as of, solely for the end purpose of such calendar month (the “Cure Period”)determining compliance with Section 7.1 and not for any other purpose under this Agreement, the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up equal to the amount Cure Amount (it being understood and agreed that such increase shall continue to be included in the calculation of Consolidated EBITDA for such fiscal quarter for purposes of determining compliance with Section 7.1 for the Specified Contribution received by the Issuer during the Cure Period next succeeding three fiscal quarter periods); and (the “Cure Right”). ii) If, after giving effect to the foregoing recalculations, the Issuer Borrower shall then be in compliance with the requirements of Section 7.1, the Financial Covenant, then Issuer Borrower shall be deemed to have satisfied the requirements of Sections 7.14 Section 7.1 as of the last day relevant date of the applicable calendar month determination with the same effect as though there had been no failure to comply with such Financial Covenant on therewith at such date, and the applicable Default breach or Event default of Default with respect to the Financial Covenant Section 7.1 that had occurred shall be deemed cured for the purposes of the Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters with respect to which the Cure Right is not exercised, (ii) in each eight-fiscal-quarter period, there shall be a period of at least four fiscal quarters with respect to have occurred which the Cure Right is not exercised and (iii) for purposes of this Agreement and the other Note Documents; provided that (a) Section 8.2, the Cure Right Amount shall not be exercised more no greater than five times during the term amount required for purposes of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. After receipt by the Collateral Agent and the Purchasers of a written notice complying with Section 7.1 as of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be made under this Section 8.13relevant measurement date.