Common use of Cure Right Clause in Contracts

Cure Right. In the event that Borrowers fail to satisfy the covenants set forth in Section 9.2 and/or Section 9.3 at the end of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in clause (b), (c) or (d) of Section 7.03, from and after the day on which financial statements are required to be delivered with respect to the applicable Fiscal Quarter hereunder until the expiration of the 10th day after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, the 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 cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal 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, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) 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, (d) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v), and (f) 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. 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 applicable financial covenants set forth in Section 9.2 and/or 7.03, the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable 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 such covenantSection 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither any Agent nor any Lender may take any action to foreclose on, Borrowers shall have or take possession of, the limited right to cure such Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) or under any applicable laws on the basis of any actual or purported Event of Default on the following terms and conditions in respect of Section 7.03(b), (c) or (d) (and until the expiration of any such Cure Period an related Default or Event of Default as a result arising therefrom) until the date that is the earlier of Borrowers’ breach (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Administrative Agent receives notice from an Authorized Officer of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall the Loan Parties that the Cure Right will not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower exercised for the applicable Test Period (period; provided, that during such periodtime, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 no Lender shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied required to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent make a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1hereunder.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in Section 7.03(a) or Section 7.03(b), 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 hereunder (the “Cure Expiration Date”), the Company shall have the right to 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 cash to the capital of the Borrowers, and apply the amount of the 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 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 covenants set forth in Section 9.2 and/or 7.03(a) and Section 9.3 at 7.03(b), the end Borrowers shall be deemed to have satisfied the requirements of such Section as of the Test Period applicable to such covenant, Borrowers shall have relevant date of determination with the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default same effect as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.2 7.03(a) and/or Section 9.3 shall not be continuing): (a7.03(b) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) that had occurred shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower deemed cured for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term purposes of this Agreement; (e) any prepayment made under . The parties hereby acknowledge that this Section 9.4 9.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03(a) and Section 7.03(b) and shall be accompanied by not result in any adjustment to any amounts other than the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Borrowers fail to satisfy comply with the covenants set forth contained in Section 9.2 and/or Section 9.3 at 10.02(a) through (f) (such covenants for such applicable periods being the “Specified Financial Covenants”), Parent shall have the right within 90 (ninety) days of the end of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing):respective calendar year: (ai) a prepayment to issue additional shares of Equity Interests in exchange for cash (the outstanding Term Loans “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Prepayment Minimum Required Revenue less annual Revenue from sales of the Product (the “Cure Amount (any such prepayment, a “Covenant Cure PaymentAmount”) ). The cash therefrom immediately shall be received by Agent after the end of the applicable Test Period and on contributed as equity or prior to the date which is five subordinated debt (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required only as permitted pursuant to Section 9.19.01), as applicable, to Parent, and upon the receipt by Parent of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Parent from sales of the Product 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 recalculation, Parent shall then be in compliance with the requirements of the Specified Financial Covenants, Parent shall be deemed to have satisfied the requirements of the Specified 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 of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Parent or Lenders for all purposes under the Loan Documents.

Cure Right. In the event that Borrowers fail Parent fails to satisfy comply with the covenants requirements of any Financial Covenant set forth in Section 9.2 and/or 9.01(a) or Section 9.3 at 9.01(b), from the end of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end last date of the applicable Test Period and on until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (the “Cure Expiration Date”), Parent shall have the right to issue Permitted Cure Equity for cash or prior otherwise receive cash contributions to the date which is five applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (5the “Cure Right”); provided that (a) such proceeds are actually received by Parent no later than ten (10) Business Days following after the date on which a Compliance Certificate is financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by Administrative Borrower addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for the applicable Test Period (such period, a “(c) the Cure Period”); (b) Covenant Cure Payments Right shall not be made exercised in consecutive more than two (2) fiscal quarters; (c) [reserved]; quarter periods during each Test Period, (d) Covenant the Cure Payments Right shall not be made exercised more than four five (45) times during the term of this Agreement; the Loans, (e) any prepayment made under this Section 9.4 there shall be accompanied by no pro forma reduction in Indebtedness with the applicable portion proceeds of the Prepayment Premium Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and all accrued interest on Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the amount prepaid; 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, (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. 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), Parent is in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b), Parent 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 the applicable breach or default of such Section 9.01(a) and Section 9.01(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of the Term Loans; and (g) Administrative Borrower shall have delivered EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that Borrowers fail to satisfy any Loan Party would otherwise be in default of the covenants financial covenant set forth in Section 9.2 and/or Section 9.3 at 8.16(a) for any period, on or before the end tenth (10th) Business Day subsequent to the due date for delivery of the Test Period financial statements for such period pursuant to Section 7.01(a) or (b), as applicable to (such covenantperiod, Borrowers the “Cure Period”), the Borrower shall have the limited right to issue its Qualified Capital Stock for cash in an aggregate amount not to exceed the amount necessary to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ relevant failure to comply with Section 9.2 and/or 8.16(a) (such contribution, a “Specified Cure Contribution”), and upon the receipt by the Borrower of such Specified Cure Contribution within the Cure Period, the financial covenant set forth in Section 9.3 8.16(a) shall not be continuingrecalculated giving effect to the following pro forma adjustments (collectively, the “Cure Right”): (aA) a prepayment Product Revenues shall be increased for the final fiscal quarter of such period (the outstanding Term Loans “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 Prepayment Specified Cure Amount Contribution; and (any such prepaymentB) If, a “Covenant Cure Payment”) after giving effect to the foregoing recalculation, the Loan Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 8.16(a), the Loan Parties shall be received by Agent after deemed to have satisfied the end requirements of the financial covenant set forth in Section 8.16(a) 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 Test Period and on breach or prior default of the covenant set forth in Section 8.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. (ii) Notwithstanding anything herein to the date which is five contrary, (5A) Business Days following the Loan Parties shall provide notice to the Administrative Agent of their intention to exercise the Cure Right no later than the date which a Compliance Certificate is required of delivery of the financial statements evidencing such noncompliance pursuant to be delivered by Administrative Borrower for the applicable Test Period Section 7.01(a) or (such 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 Period”); Right is exercised, (bC) Covenant the Cure Payments shall Right may not be made in exercised with respect to consecutive fiscal quarters; , (cD) [reserved]; 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), (dE) Covenant the Specified Cure Payments Contribution received pursuant to any exercise of the Cure Right shall not be made disregarded for purposes of determining any available basket under any covenant in this Agreement, (F) the Cure Right may be exercised no more than four three (43) times during the term of this Agreement; Agreement and (eG) any prepayment made under the provisions of this Section 9.4 8.16(b) shall be accompanied by in no way limit the applicable portion Borrower’s ability to issue its Qualified Capital Stock at any time and for the avoidance of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of doubt, any Covenant Cure Payment shall be applied limitation with respect to the principal amount of the Term Loans; andSpecified 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). (giii) Administrative 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 shall have delivered to Agent having exercised a revised Business Plan Cure Right with respect to such Cure Periodperiod 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), demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess shall be deemed to have not satisfied the requirements of 110% Section 8.16(a) as of the minimum Liquidity relevant date of determination and the applicable breach or default thereof which had occurred shall not be deemed cured as of such date for all purposes of this Agreement unless and until (but 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)(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 9.17.01(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 8.16(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 the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in Section 7.03, until the expiration of the 10th day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Ultimate Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Ultimate Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA of the Ultimate Parent and its Subsidiaries 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 four times during the term of the Loans, (d) the Cure Right shall not be exercised in consecutive fiscal quarters, (e)­ [reserved], (f) 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 (g) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v). 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 covenants set forth in Section 9.2 and/or 7.03, the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period applicable to such covenant, Borrowers shall have relevant date of determination with the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default same effect as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) 7.03 that had occurred shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower deemed cured for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term purposes of this Agreement; (e) any prepayment made under . The parties hereby acknowledge that this Section 9.4 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section­­ 7.03 and shall be accompanied by not result in any adjustment to any amounts other than the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in Section 7.03(a), until the expiration of the 10th day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the 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 cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Covenant 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 Covenant Consolidated EBITDA) such Event of Default under Section 7.03(a) for such period, (c) the Cure Right shall not be exercised more than 4 times during the term of the Loans, (d) in each period of four fiscal quarters, there shall be at least 2 consecutive fiscal quarters during which the Cure Right is not exercised, (e) the aggregate amount of all Cure Right proceeds during the term of this Agreement shall not exceed $10,000,000, (f) 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) 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 (g) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v). 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 covenants set forth in Section 9.2 and/or 7.03(a), the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period applicable to such covenant, Borrowers shall have relevant date of determination with the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default same effect as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.2 and/or Section 9.3 shall not be continuing): (a7.03(a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) that had occurred shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower deemed cured for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term purposes of this Agreement; (e) any prepayment made under . The parties hereby acknowledge that this Section 9.4 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03(a) and shall be accompanied by not result in any adjustment to any amounts other than the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered Covenant Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In (a) Notwithstanding anything to the event that Borrowers fail contrary contained in this Article VII, if Holdings fails to satisfy comply with the covenants set forth in requirements of Section 9.2 and/or Section 9.3 at 6.12, then, during the end period (the “Cure Period”) from the first day of the last quarter of the relevant Test Period applicable to the date that is ten (10) Business Days after the date on which the certificate calculating the Fixed Charge Coverage Ratio for such covenantTest Period is required to be delivered pursuant to Section 5.01(d), Borrowers Holdings (or any Parent) shall have the limited right to cure issue Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any Parent receive equity interests in Holdings for its cash contributions to) the capital of Holdings (collectively, the “Cure Right”), and upon contribution by Holdings or any Parent to Holdings or a Borrower of such Event cash in return for common Equity Interests or for existing Equity Interests of Default on 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 terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing):pro forma adjustments: (ai) a prepayment 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 outstanding Term Loans in Fixed Charge Coverage Ratio under Section 6.12 and not for any other purpose under this Agreement, by an amount equal to the Prepayment Cure Amount Amount; and (any such prepaymentii) if, a “Covenant Cure Payment”) after giving effect to the foregoing pro forma adjustments, Holdings shall then be in compliance with Section 6.12, Holdings shall be received by Agent after deemed to have satisfied the end requirements of Section 6.12 as of the applicable Test Period relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”);breach or default of Section 6.12 that had occurred shall be deemed cured for purposes of this Agreement. (b) Covenant Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be at least two fiscal quarters during which the Cure Payments shall Right is not exercised, (ii) the Cure Right may be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised no more than four (4) times during the term of this Agreement; , (eiii) any prepayment made under this Section 9.4 the Cure Amount shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on no greater than the amount prepaid; required for purposes of complying with Section 6.12, (fiv) the proceeds of any Covenant all Cure Payment Amounts shall be applied to the principal amount disregarded for purposes of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan determining any baskets or ratios with respect to the other covenants contained in the Loan Documents and (v) if, during any Cure Period, an Event of Default occurs under Section 6.12 for the Test Period ending during such Cure Period, demonstrating such Event of Default shall be deemed not to Agent’s satisfaction 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 Agent’s sole discretion, writing that at all times during the exercise of the Cure Right is being diligently pursued and such exercise continues to be diligently pursued (it being understood that this clause (v) shall automatically cease to be applicable on the last day of such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Period).

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Borrowers fail the Borrower fails to satisfy comply with the covenants set forth contained in Section 9.2 and/or Section 9.3 at 10.02(a) through (g) (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right, within the period beginning ninety (90) days prior to and ending sixty (60) days after, the end of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing):respective calendar year: [*] – indicates deleted language 61 (ai) a prepayment to issue additional shares of Equity Interests in exchange for cash (the outstanding Term Loans “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount equal to (x) two and one half (2.5) multiplied by (y), at the Prepayment Cure Amount election of Borrower as to the applicable calendar year, such election to be made within sixty (any such prepayment, a “Covenant Cure Payment”60) shall be received by Agent days after the end of the applicable Test Period and on or prior calendar year by written notice to the Lenders, (1) the Minimum Required Revenue less Borrower’s actual Revenue for such period or (2) the Minimum Required EBITDA less Borrower’s actual EBITDA for such period (in each case, as applicable to such calendar year) (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 within sixty (60) days of the end of the respective calendar year, pursuant to the exercise of such Cure Right, such cash in the amount of the Cure Amount shall be deposited in a segregated, blocked account (the “Cure Account”) and, once so deposited, shall be deemed to constitute Revenue or EBITDA of Borrower per Borrower’s election for such calendar year 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 recalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial Covenants as of the relevant date which is five (5) Business Days following of determination with the date which a Compliance Certificate is required same effect as though there had been no failure to be delivered by Administrative Borrower for comply therewith at such date, and the applicable Test Period (such periodbreach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. The Cure Account shall contain only cash and Permitted Cash Equivalent Investments and be subject to a “control agreement in favor of the Control Agent. Earnings on investments in the Cure Period”); (bAccount will remain in the Cure Account until released on approval as pursuant to Sections 10.03(b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; and (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1below.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in Section 7.03(a) or 7.03(b), until the expiration of the 15th day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the 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 cash to the capital of the Borrowers, and apply the amount of the 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 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(a) or 7.03(b), as applicable, for such period, (c) the Cure Right shall not be exercised more than five times during the term of the Loans, (d) in each period of four fiscal quarters, there shall be at least two fiscal quarters during which the Cure Right is not exercised and the Cure Right shall not be exercised in any two consecutive fiscal quarters, (e) there shall be no pro forma reduction in Indebtedness or cash netting 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 (other than, with respect to any future period, to the extent of any portion of such proceeds that are actually applied to repay Indebtedness), (g) such proceeds shall be disregarded for all other purposes of this Agreement (including for purposes of determining compliance with the financial covenant in Section 7.03(c) and 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, other than for purposes of increasing Consolidated EBITDA for purposes of the financial covenant under Sections 7.03(a) and 7.03(b) as provided above in this Section 9.02, and (h) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v). 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 or cash netting in connection therewith), the Borrowers are in compliance with the financial covenants set forth in Section 9.2 and/or 7.03(a) and (b), the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period applicable to such covenant, Borrowers shall have relevant date of determination with the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default same effect as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.2 and/or Section 9.3 shall not be continuing): (a7.03(a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”or 7.03(b) that had occurred shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower deemed cured for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term purposes of this Agreement; (e) any prepayment made under . The parties hereby acknowledge that this Section 9.4 shall may not be accompanied by the relied on for purposes of calculating any financial ratios other than as applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (fto Section 7.03(a) the proceeds or 7.03(b) and, other than in connection with any reduction in 118 Indebtedness for purposes of any Covenant Cure Payment future period, shall be applied not result in any adjustment to any amounts other than the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In (a) Notwithstanding anything to the event that Borrowers fail contrary contained in Sections 8.1 and 8.2, if Parent fails to satisfy comply with the covenants set forth in Section 9.2 and/or Section 9.3 at Financial Condition Covenant as of the end of the Test Period applicable to such covenantany Fiscal Quarter in which it is in effect, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior tenth Business Day subsequent to the date which is five (5) Business Days following the date which a Compliance Certificate for such Fiscal Quarter is required to be delivered by Administrative Borrower pursuant to Section 5.1(c) (the “Cure Expiration Date”), Parent or the Relevant Public Company or any Ultimate Parent Company shall have the right to issue Permitted Cure Securities for cash (the amount thereof, the “Cure Amount”), so long as such cash is immediately contributed to the capital of Parent or the Relevant Public Company as common equity (the “Cure Right”); provided, (i) no more than five (5) Cure Rights may be exercised after the Closing Date; (ii) no more than two (2) Cure Rights may be exercised during any consecutive four Fiscal Quarters; and (iii) no Cure Amount shall exceed the amount necessary to cause compliance with the applicable Financial Condition Covenant for the applicable Test Period (such period, a “Cure Period”);period then ended. (b) Upon the receipt by Parent or the Relevant Public Company of the cash proceeds of any capital contribution 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 Condition Covenant for such Cure Payments 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 not be made applicable for any other purpose under this Agreement or any other Credit Document, including determining of any applicable margin or fee or the availability or amount of any covenant basket, carve-out or compliance on a Pro Forma Basis with any of the Financial Condition Covenant; (ii) the prepayment of the Loans with the proceeds of any Cure Amount shall be disregarded in consecutive fiscal quarters;determining the Financial Condition Covenant for the applicable Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; and (iii) no Cure Amount shall be “netted” in the determination of Indebtedness for the calculation of any leverage ratio (including the Financial Condition Covenant) in any period that includes the Cure Right Fiscal Quarter. (c) [reserved]; (d) Covenant Cure Payments If immediately after giving effect to the recalculations set forth in Section 8.4(b), Parent shall not then be made more than four (4) times during in compliance with the term of this Agreement; (e) any prepayment made under this Section 9.4 Financial Condition Covenant, Parent shall be accompanied by deemed to have satisfied the requirements of such 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 portion Event of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan Default with respect to any such Cure Periodcovenant that had occurred shall be deemed cured for all purposes of this Agreement and the other Credit Documents; provided, demonstrating neither the Administrative Agent nor any Lender may exercise any rights or remedies (including any rights or remedies under Section 8.2 or under any other Credit Document or with respect to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% acceleration of the minimum Liquidity Loans, termination of Commitments, foreclosure or possession of any Collateral or otherwise) solely on the basis of any actual or purported Default or Event of Default for failure to comply with the Financial Condition Covenant until and unless the Cure Expiration Date has occurred without the Cure Amount having been received; provided further at any time a Financial Condition Covenant Event of Default shall have occurred and be continuing, notwithstanding the delivery by the Borrower Representative of written notice stating its intention to cure such Financial Condition Covenant Event of Default, no Lender shall be required pursuant to Section 9.1make any extension of credit hereunder until the Cure Amount is actually received by Parent or the Relevant Public Company.

Cure Right. In the event that Borrowers fail Borrower fails to satisfy comply with the requirements of Section 6.01(b) or Section 6.01(c), beginning on the first date after the last day of the Fiscal Quarter for which the financial covenants set forth in Section 9.2 and/or 6.01(b) and Section 9.3 at the end of the Test Period applicable to such covenant6.01(c) are being tested, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(athe tenth (10th) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior Business Day subsequent to the date which is five (5) Business Days following the date which a Compliance Certificate compliance certificate for calculating the PDP Asset Coverage Ratio and the Leverage Ratio is required to be delivered by Administrative Borrower for pursuant to Section 5.01(c) (the applicable Test Period (such period, a “Cure Period”); , Borrower shall be permitted to cure such failure (ba “Cure Right”) Covenant to comply by requesting that the PDP Asset Coverage Ratio and/or the Leverage Ratio be recalculated by decreasing Total Net Debt as of the last day of such Fiscal Quarter upon the receipt of proceeds from a Specified Equity Contribution during such Cure Payments Period (such amount, a “Cure Amount”); provided that (i) the Cure Amount shall not be greater than the amount required to cause Borrower to be in compliance with Section 6.01(b) or Section 6.01(c); (ii) a single Cure Amount may be applied to cure both a PDP Asset Coverage Ratio and Leverage Ratio default during the same Cure Period; (iii) such Cure Amount shall be applied as a prepayment of outstanding Term Loans and treated as an optional prepayment made pursuant to Section 2.05 (including for purposes of the Applicable Premium) and any decrease in Total Net Debt as of the last day of any Fiscal Quarter as a result of such prepayment shall be applied solely for the purpose of determining compliance or non-compliance with Section 6.01(b) or Section 6.01(c) as of the last day of such Fiscal Quarter and not for any other purpose under any Loan Document; (iv) Borrower may not exercise the Cure Right (A) more than two times during any period of four consecutive fiscal quarters; Fiscal Quarters or (cB) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied prior to the principal amount of Maturity Date (provided that, if Borrower exercises the Term Loans; and (g) Administrative Borrower shall have Cure Right prior to the date financial statements are required to be delivered for a relevant Fiscal Quarter solely with respect to Agent an anticipated PDP Asset Coverage Ratio default or Leverage Ratio default and the Cure Amount associated therewith is insufficient to cure a revised Business Plan PDP Asset Coverage Ratio default or Leverage Ratio default with respect to such Fiscal Quarter, any subsequent exercise of the Cure PeriodRight prior to the expiration of the applicable Cure Period to ‘top-up’ such Cure Amount shall not count as an additional exercise of the Cure Right); and (v) any cure of both a PDP Asset Coverage Ratio default and a Leverage Ratio default in one Fiscal Quarter shall count as a single Specified Equity Contribution. If after giving effect to the foregoing recalculations, demonstrating Borrower would then be in compliance with Section 6.01(b) or Section 6.01(c) as of the last day of the applicable Fiscal Quarter, Borrower shall be deemed to Agent’s satisfaction in Agent’s sole discretionhave satisfied the requirements of Section 6.01(b) or Section 6.01(c), as applicable, as of the last day of such Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of any such covenant that at all times during had occurred shall be deemed cured for the purpose of this Agreement and the other Loan Documents. Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 8.02, the other Loan Documents or applicable law prior to the end of such Cure Period solely on the Loan Parties will maintain Liquidity basis of an Event of Default having occurred and continuing under Section 6.01(b) or Section 6.01(c) (except to the extent that ▇▇▇▇▇▇▇▇ has confirmed in excess of 110% writing that it does not intend to exercise the Cure Right); provided, however, that the Cure Right shall not affect in any way the rights and remedies of the minimum Liquidity required pursuant Lenders or the Administrative Agent with respect to Section 9.1any other Default or Event of Default.

Cure Right. In (i) Notwithstanding anything to the contrary contained in this Section 9.13, in the event that the Borrowers fail or reasonably believes they will fail to satisfy comply with the covenants requirements of the financial covenant set forth in Section 9.2 and/or Section 9.3 at 9.13(c) (the end of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and “Financial Covenant”) until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): the day that is ten (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (510) Business Days following after the earlier to occur of (i) the date which a the Compliance Certificate calculating such covenants is actually delivered to the Administrative Agent and (ii) the date the Compliance Certificate calculating such covenants is required to be delivered by pursuant to Section 8.01(d) Administrative Borrower shall have the right to cure (and shall be deemed to have cured) any Event of Default resulting from such breach if Administrative Borrower issues Capital Stock (other than Disqualified Capital Stock), directly or indirectly, to the equity holders of Administrative Borrower for cash, or otherwise receives cash contributions to the applicable Test Period capital of Administrative Borrower (such period, a the “Cure PeriodRight”) in such amounts as are necessary to be in compliance with such Financial Covenant (the “Cure Amount”); (b) , which Cure Amount shall be deemed to increase LTM Revenue 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. In 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 Payments shall Right may not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than two (2) times in any four (4) consecutive quarterly periods, and not more than five (5) times during the term of this Agreement;. (eii) Upon the Administrative Agent’s receipt of the Cure Amount, the Financial Covenant shall be recalculated and if the Credit Parties in compliance with the requirements of the Financial Covenant, then the Credit Parties shall be deemed to have satisfied such 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 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 prepayment made 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 shall be deemed existing for all other purposes of the Credit Documents. The resulting increase to LTM Revenue from the exercise of the Cure Right shall not result in any adjustment to LTM Revenue, Consolidated Adjusted EBITDA or any other financial definition for any purposes under this Section 9.4 shall be accompanied by Agreement or any Credit Document, other than for purposes of calculating the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Financial Covenant.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that Borrowers fail to satisfy the covenants set forth in comply with Section 9.2 and/or Section 9.3 at 6.2 as of the end of the Test Period applicable to such covenantany fiscal quarter, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(athe fifteenth (15th) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior Business Day subsequent to the date which is five (5) Business Days following the date which a Compliance Certificate for such fiscal quarter is required to be delivered by Administrative Borrower for pursuant to Section 4.1 (the applicable Test Period (such period, a “Cure Period”); , Accuray shall have the right to issue equity interests (bother than Disqualified Equity Interests) Covenant for cash (the amount thereof, the “Cure Payments shall not be made in consecutive fiscal quarters; Amount” and the exercise of such right, the “Cure Right”); provided, (ci) [reserved]; (d) Covenant Cure Payments shall not be made no more than four (4) times Cure Rights may be exercised after the Closing Date; (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 Section 6.2 for the period then ended; (iv) no Cure Amount shall exceed $5,000,000; and (v) the Cure Right must be exercised under this Agreement and the Affiliated Credit Agreement concurrently; provided further, that (x) Borrower Representative shall give Agent written notice of their intention to exercise the Cure Right prior to the eleventh (11th) Business Day subsequent to the date the Compliance Certificate for such fiscal quarter is required to be delivered (such Business Day, the “Cure Notice Deadline”) and (y) so long as Borrower Representative has given irrevocable written notice to Agent of its commitment to exercise the Cure Right prior to the Cure Notice Deadline, during the term remainder of this Agreement;the Cure Period thereafter, neither Agent nor Lenders shall exercise remedies in connection with such failure to comply with Section 6.2 as of the end of such fiscal quarter; provided, further, that Borrowers shall not be permitted to request the second advance of the Term Loan during the Cure Period unless and until the Cure Amount has been received by Accuray. (eb) any prepayment made under this Section 9.4 shall be accompanied Upon the receipt by the applicable portion Accuray of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the cash proceeds of any Covenant equity issuance referred to in Section 10.11(a), EBITDA for the fiscal quarter as to which such Cure Payment Right is exercised (the “Cure Right Fiscal Quarter”) shall be applied deemed to have been increased by the Cure Amount in determining compliance with Section 6.2 for such Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; provided that no increase in EBITDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Agreement or any other Financing Documents. (c) If after giving effect to the principal amount recalculations set forth in Section 10.11(b) Borrowers shall then be in compliance with Section 6.2, Borrowers shall be deemed to have satisfied the requirements of such covenant as of the Term Loans; and (g) Administrative Borrower shall have delivered relevant date of determination with the same effect as though there had been no failure to Agent a revised Business Plan comply therewith at such date, and any Event of Default with respect to any such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, covenant that at had occurred shall be deemed cured for all times during such Cure Period purposes of this Agreement and the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1other Financing Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that Borrowers fail the Company fails to satisfy comply with the covenants set forth in requirements of Section 9.2 and/or Section 9.3 at the end of the Test Period applicable to such covenant6.14, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of the tenth (10th) day (such 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 right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any direct or indirect parent of Holdings receive equity interests in Holdings for its cash contributions to) the capital of Holdings (collectively, the “Cure Right”), 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 Period an Event of Default as a result of Borrowers’ breach of Right, the Fixed Charge Coverage Ratio under Section 10.1(a) arising from Borrowers’ failure 6.14 shall be recalculated giving effect to comply Section 9.2 and/or Section 9.3 shall not be continuing):the following pro forma adjustments: (ai) a prepayment 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 outstanding Term Loans in Fixed Charge Coverage Ratio under Section 6.14 and not for any other purpose under this Agreement, by an amount equal to the Prepayment Cure Amount Amount; and (any such prepaymentii) if, a “Covenant Cure Payment”) after giving effect to the foregoing pro forma adjustments, the Company shall then be in compliance with Section 6.14, the Company shall be received by Agent after deemed to have satisfied the end requirements of Section 6.14 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 Test Period and on breach or prior default of Section 6.14 that had occurred shall be deemed cured for purposes of this Agreement. (b) Notwithstanding anything herein to the date contrary, (i) 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 be no more than five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times Rights exercised during the term of this Agreement; , (eiii) any prepayment made under this Section 9.4 the Cure Amount shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on no greater than the amount prepaid; required for purposes of complying with Section 6.14, (fiv) 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 Covenant Cure Payment 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 applied permitted to be made and no Letter of Credit shall be permitted to be issued, amended, renewed or extended during the Cure Trigger Period. (c) From and after the date that the Company delivers a written notice to the principal amount Agent that it intends to exercise its cure right under this Section 7.02, neither the Agent nor any Lender may exercise any rights or remedies under Section 7.01 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 6.17 (and any other Default as a result thereof) until and unless the expiration of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Trigger Period has expired without the Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Amount having been deemed applied.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in clause (b), (c) or (d) of Section 7.03, from and after the day on which financial statements are required to be delivered with respect to the applicable Fiscal Quarter hereunder until the expiration of the 10th day after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, the 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 cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal 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, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) 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, (d) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v), and (f) 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. 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 applicable financial covenants set forth in Section 9.2 and/or 7.03, the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable 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 such covenantSection 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither the Agent nor any Lender may take any action to foreclose on, Borrowers shall have or take possession of, the limited right to cure such Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) or under any applicable laws on the basis of any actual or purported Event of Default on the following terms and conditions in respect of Section 7.03(b), (c) or (d) (and until the expiration of any such Cure Period an related Default or Event of Default as a result arising therefrom) until the date that is the earlier of Borrowers’ breach (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Agent receives notice from an Authorized Officer of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall the Loan Parties that the Cure Right will not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower exercised for the applicable Test Period (period; provided, that during such periodtime, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 no Lender shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied required to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent make a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1hereunder.

Cure Right. In the event that the Borrowers fail to satisfy comply with the covenants requirements of the financial covenant set forth in Section 9.2 and/or Section 9.3 at 7.03(b), until the end expiration of the Test Period fifth (5th) day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal quarter hereunder, Borrowers the Parent shall have the limited right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent and apply the amount of the 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 five (5) 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 on under Section 7.03(b) for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than four (4) times during the term of this Agreement; 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) any prepayment made under this Section 9.4 the Cure Right shall not be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; exercised in consecutive fiscal quarters, (f) 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 Covenant 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 Payment Right is used or subsequent periods that include such fiscal quarter, and (g) such proceeds shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(v). 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(b), 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 the applicable breach or default of such Section 7.03(b) 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(b) and shall not result in any adjustment to any amounts other than the amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of the financial covenants set forth in Section 9.2 and/or Section 9.3 at 7.03 (a “Curable Default”), until the end expiration of the Test Period 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal quarter (the “Required Contribution Date”), Borrowers (i) the Parent shall have the limited 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 made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to clauses (i) and (ii), apply the amount of the 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 Business 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 on under Section 7.03 for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than two times in any four (4) fiscal quarter period and five times during the term of this Agreement; the Loans, (d) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any prepayment made under 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 Section 9.4 Agreement shall be accompanied by the applicable portion of the Prepayment Premium not exceed $10,000,000, and all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or exercise any enforcement remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely as a result of the existence of the 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 covenants 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 the applicable 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 result in any adjustment to any amounts other than the amount of the Term LoansConsolidated EBITDA referred to in the immediately preceding sentence; and (g) Administrative Borrower provided that such adjustment to the amount of the Consolidated EBITDA shall have delivered apply to Agent a revised Business Plan subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to such which the Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Right was exercised.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 9 or this Section 10, in the event that Borrowers fail Borrower fails to satisfy comply with any of the covenants set forth in Section 9.2 and/or Section 9.3 at Sections 8.1 or 8.2 (together, the “Financial Condition Covenants”) as of the end of the Test Period applicable to such covenantany quarter, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior tenth day subsequent to the date which is five (5) Business Days following the date which a Compliance Certificate for the last month of such quarter is required to be delivered by Administrative pursuant to Section 7.1(d), Borrower shall have the right to issue equity units (the “Cure Securities”) for cash (the amount thereof, the “Cure Amount”), so long as such cash is immediately contributed to the capital of Borrower as common equity (the “Cure Right”); 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 applicable Test Period measurement period then ended and (iii) such period, a “Cure Period”); (b) Covenant Cure Payments shall Rights may not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than four three (43) times during the term of this Agreement;. (eb) any prepayment made under this Section 9.4 shall be accompanied Upon the receipt by the applicable portion Borrower of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the cash proceeds of any Covenant Cure Payment 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 applied 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 principal amount recalculations set forth in this Section 10.5, Borrower shall then be in compliance with all Financial Condition Covenants, Borrower shall be deemed to have satisfied the requirements of such covenants as of the Term Loans; and (g) Administrative Borrower shall have delivered relevant date of determination with the same effect as though there had been no failure to Agent a revised Business Plan comply therewith at such date, and the applicable Event of Default with respect to any such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, covenant that at had occurred shall be deemed cured for all times during such Cure Period purposes of this Agreement and the other Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Section 10, in the event that Borrowers fail the Borrower fails to satisfy comply with the covenants set forth in Section 9.2 and/or Section 9.3 at the end requirements of the Test Period applicable to such covenantcovenant under Section 9.11, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such 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 “Anticipated Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment Deadline”), in respect of the outstanding Term Loans period ending on the last day of such Fiscal Quarter, the Borrower shall have the right to request Holdings to issue Qualified Preferred Stock or obtain a contribution to its common equity, in an amount equal each case, for cash and to be contributed to the Prepayment equity capital of the Borrower as common equity (the “Cure Amount (any such prepaymentRight”), a “Covenant Cure Payment”) shall be received by Agent after in each case following the end of the applicable Test Period such Fiscal Quarter and on or prior to the date Anticipated Cure Deadline, in each case in an 126 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 is five (5) Business Days following the date which a Compliance Certificate such certificate is required to be delivered shall be increased by Administrative 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 recalculations (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 Borrower shall then be in compliance with the requirements of the covenant under Section 9.11 at the end of such Fiscal Quarter, the Borrower shall be deemed to have satisfied the requirements of the covenant under Section 9.11 as of the last day of such Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable Test Period (breach or Default or Event of Default of the covenant under Section 9.11 that had occurred shall be deemed cured for this purpose under this Agreement and the other Credit Documents; provided that if the Cure Amount is not received by the Borrower prior to the Anticipated Cure Deadline, such period, a “Cure Period”);Default or Event of Default shall be deemed reinstated. (b) Covenant 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 Payments Right is not exercised, (ii) the Cure Right shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than four (4) five times during the term of this Agreement; , (eiii) 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 (iv) neither the Administrative Agent nor any prepayment made Lender or Secured Creditor shall exercise any remedy under this Section 9.4 shall be accompanied the Credit Documents or applicable law on the basis of an Event of Default caused by the applicable portion of failure to comply with Section 9.11 until after the Prepayment Premium Borrower’s ability to cure has lapsed and all accrued interest on the amount prepaid; (f) Borrower has not exercised the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Right.

Cure Right. In (a) For the event purpose of determining whether an Event of Default under Section 9.1 has occurred, the 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 the stock (other than Disqualified Equity Interests) of the Borrower (the “Cure 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”) (and any Test Period that Borrowers fail to satisfy includes such Cure Quarter) and solely for the covenants purpose of complying with the First Lien Net Leverage Ratio set forth in Section 9.2 and/or Section 9.3 at the end of the 9.1 for such Cure Quarter (and any Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any that includes such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(aQuarter); provided that (i) arising from Borrowers’ failure such amounts to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be designated are actually received by Agent the Borrower on or after the end last day of the such applicable Test Period and Cure Quarter on or prior to the date which is five tenth (510th) Business Days following Day after the date on which a Compliance Certificate is the Financial Statements are required to be delivered by Administrative Borrower with respect to such applicable Cure Quarter (the “Cure Expiration Date”), (ii) such amounts do not exceed the minimum amount to cure any Event of Default in respect of Section 9.1 as of the end of such Cure Quarter and (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no reduction in Consolidated Funded Indebtedness for the applicable Test Period 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 date such period, amounts are designated as a “Cure PeriodAmount”);. (b) Covenant Cure Payments 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 be made at any time result in consecutive fiscal quarters;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) [reserved];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 the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 9.1 and any Event of Default in respect of Section 9.1 shall be deemed not to have occurred for purposes of the Loan Documents, (ii) upon delivery to the Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 9.2, neither the Agent nor any Lender may exercise any rights or remedies under Article X (or under any other Loan Document) solely on the basis of any actual or purported Event of Default in respect of Section 9.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) Covenant Cure Payments (i) the cure right set forth in this Section 9.2 shall not be made exercised in consecutive fiscal 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 during in the term of this Agreement;aggregate. (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion 100% of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant the Cure Payment Amount shall be applied used to prepay the Loans in accordance with and to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity extent required pursuant to by Section 9.12.5(b)(iv).

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in clause (b), (c) or (d) of Section 7.03, from and after the day on which financial statements are required to be delivered with respect to the applicable Fiscal Quarter hereunder until the expiration of the 10th day after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, the 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 cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal 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, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) 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, (d) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v), and (f) 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. 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 applicable 137907439v16 financial covenants set forth in Section 9.2 and/or 7.03, the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable 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 such covenantSection 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither any Agent nor any Lender may take any action to foreclose on, Borrowers shall have or take possession of, the limited right to cure such Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) or under any applicable laws on the basis of any actual or purported Event of Default on the following terms and conditions in respect of Section 7.03(b), (c) or (d) (and until the expiration of any such Cure Period an related Default or Event of Default as a result arising therefrom) until the date that is the earlier of Borrowers’ breach (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Administrative Agent receives notice from an Authorized Officer of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall the Loan Parties that the Cure Right will not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower exercised for the applicable Test Period (period; provided, that during such periodtime, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 no Lender shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied required to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent make a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1hereunder.

Cure Right. In (i) If Guarantor fails to comply with the event that Borrowers fail to satisfy the covenants requirements of any financial covenant set forth in Section 9.2 and/or Section 9.3 at 9(a)(i)-(iv) (each, a “Financial Covenant” and, collectively, the end “Financial Covenants”), then from and after the date that is the earlier of (x) the Test Period applicable to date that an Authorized Representative of Guarantor or an Authorized Representative of Seller obtains knowledge of such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): and delivers a notice thereof to Buyer and (ay) a prepayment the date that Buyer notifies Guarantor of such failure to comply (such earlier date, the outstanding Term Loans in an amount equal to the Prepayment “Cure Amount (any such prepayment, a “Covenant Cure PaymentTrigger Commencement Date”) shall be received by Agent until the date that is the earlier of (A) the date that is 30 days after the end of the applicable Test Period Cure Trigger Commencement Date and on or prior to (B) the date which that is five (5) Business Days 10 days following the date which a Compliance Certificate is that the financial statements were required to be delivered by Administrative Borrower for the applicable Test Period relevant period pursuant to the Repurchase Agreement, as the case may be (such period, a the “Cure Period”), Guarantor shall have the right (the “Cure Right”) to give irrevocable written notice to Buyer of its intent (on behalf of itself or its Subsidiaries) to receive cash capital contributions, or sell assets for cash or receive cash in respect of any investments or from any other source in an amount that, if applied in the manner described in clause (C) below for the relevant testing period, would have been sufficient to cause compliance with the Financial Covenants for such period (an “Equity Cure”); provided that: (A) Guarantor and its Subsidiaries shall not be entitled to exercise the Equity Cure any more than five times prior to the Facility Termination Date and in each four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no Equity Cure shall have been made; (bB) No Default or Event of Default shall be deemed to exist pursuant to any Financial Covenant (and any such Default or Event of Default shall be retroactively considered not to have existed or occurred) during the Cure Payments Period (provided that, if the Equity Cure is not consummated within the Cure Period, in the absence of the granting of a compliance waiver or an extension of the Cure Period by Buyer, each such Default or Event of Default shall be deemed to have occurred); (C) The cash amount received by Guarantor or its Subsidiaries pursuant to exercise of the right to make an Equity Cure shall be: a. in the case of a failure to comply with the Minimum Total Net Worth, Maximum Leverage Ratio and Minimum Interest Coverage Ratio Financial Covenants set forth in Sections 9(a)(i), (ii) and (iv), applied to increase the Total Net Worth of Guarantor and its Subsidiaries and either (A) reduce Total Debt (if applied to the repayment of Total Debt) or (B) increase cash and Cash Equivalents on the balance sheet of Guarantor or its Subsidiaries (but not both), as elected by Guarantor in its sole discretion, which increase shall be deemed to have occurred on the last day of the applicable fiscal quarter for which such Equity Cure is being made; and b. in the case of a failure to comply with the Minimum Total Liquidity Financial Covenant set forth in Section 9(a)(iii), added to Total Liquidity in the calculation thereof solely to the extent constituting unrestricted cash and Cash Equivalents; (D) any Equity Cure pursuant to clause (C)(a) or clause (C)(b) above shall only be taken into account for purposes of calculating compliance with the Financial Covenants (and not for any other use of Total Net Worth, leverage ratio or Total Liquidity under this Guaranty or any other Program Document) and shall be included in each Financial Covenant as set forth in clauses (A), (B), (C)(a) and (C)(b) above, in all instances for purposes of determining whether there has been a failure to comply with such Financial Covenant; and (v) the amount of any Equity Cure shall be no more than the amount required to cause Guarantor to be in pro forma compliance with the applicable Financial Covenant for which the Equity Cure is being made pursuant to clause (C)(a) or clause (C)(b) above, as applicable (and Guarantor shall deliver an updated and duly executed compliance certificate (as contemplated in the Repurchase Agreement) evidencing such pro forma compliance). (ii) Notwithstanding anything in this Guaranty to the contrary, following the delivery by Guarantor of a written notice to Buyer of its intent to exercise the Cure Right (x) Buyer shall not be made permitted to exercise any rights then available as a result of an Event of Default under this Article on the basis of a breach of any of the Financial Covenants until the expiration of the Cure Period so as to enable Guarantor to consummate its Cure Right as permitted under this Section 9(b) and (y) for the avoidance of doubt, if an Event of Default would have occurred and be continuing had Guarantor not had the option to exercise the Cure Right as set forth in consecutive fiscal quarters; clause (ci) [reserved]; (d) Covenant above and not exercised such Cure Payments Right pursuant to the foregoing provisions, Buyer shall not be made more than four required, from the date such Event of Default would have occurred until the date such Event of Default is cured in accordance with the terms of clause (4i) times during above (or waived in accordance with the term of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion terms of the Prepayment Premium and all accrued interest on Repurchase Agreement), to enter into any Transaction or increase the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan Purchase Price with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period any Purchased Asset under the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Repurchase Agreement.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of the financial covenants set forth in Section 9.2 and/or Section 9.3 at 7.03 (a “Curable Default”), until the end expiration of the Test Period 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal quarter (the “Required Contribution Date”), Borrowers (i) the Parent shall have the limited 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 made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to clauses (i) and (ii), apply the amount of the 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 Business 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 on under Section 7.03 for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than two times in any four (4) fiscal quarter period and five times during the term of this Agreement; the Loans, (d) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any prepayment made under individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and #97100791v3 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 Section 9.4 Agreement shall be accompanied by the applicable portion of the Prepayment Premium not exceed $10,000,000, and all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or exercise any enforcement remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely as a result of the existence of the 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 covenants 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 the applicable 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 result in any adjustment to any amounts other than the amount of the Term LoansConsolidated EBITDA referred to in the immediately preceding sentence; and (g) Administrative Borrower provided that such adjustment to the amount of the Consolidated EBITDA shall have delivered apply to Agent a revised Business Plan subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to such which the Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Right was exercised.

Cure Right. In the event that the Borrowers fail to satisfy comply with the covenants requirements of the financial covenant set forth in Section 9.2 and/or Section 9.3 at the end of the Test Period applicable to such covenant7.03(a), Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent 15th Business Day after the end of date on which the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is financial statements are required to be delivered by Administrative Borrower for with respect to the applicable Test Period fiscal quarter hereunder, the Parent (or its direct or indirect parent company) shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of the Parent (or its direct or indirect parent company), and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such period, a applicable quarter (the “Cure PeriodRight”); ; provided that (a) such proceeds are actually received by the Parent no later than fifteen (15) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder (the “Cure Deadline”), (b) Covenant the amount added to Consolidated EBITDA does not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such failure to comply with the financial covenant set forth in Section 7.03(a) for such period (the “Cure Payments Amount”), (c) the Cure Right shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than four (4) 3 times during the term of this Agreement; , (d) the Cure Right shall not be exercised more than 2 times during any 4 consecutive fiscal quarters, (e) any prepayment made under this Section 9.4 the Cure Right shall not be accompanied by the applicable portion of the Prepayment Premium exercised in consecutive fiscal quarters, and all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(v). 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 for the applicable fiscal quarter), the Borrower is in compliance with any financial covenant set forth in Section 7.03(a), the Borrower 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 the applicable breach or default of such Section 7.03(a) 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(a) and shall not result in any adjustment to any amounts other than the amount of the Term Loans; and (g) Administrative Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding anything else herein to the contrary, if the Borrower shall have delivered to Agent the Agents a revised Business Plan written notice prior to the Cure Deadline of the Borrower’s intent to exercise a Cure Right, then upon receipt of such notice until the expiration of the Cure Deadline, the Lenders and Agents shall refrain from exercising any rights or remedies with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, Event of Default that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1may be cured.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in clause (b), (c) or (d) of Section 7.03, from and after the day on which financial statements are required to be delivered with respect to the applicable Fiscal Quarter hereunder until the expiration of the 10th day after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, the 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 cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal 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, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) 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, (d) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v), and (f) 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. 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 applicable financial covenants set forth in Section 9.2 and/or 7.03, the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period applicable to such covenant, Borrowers shall have relevant date of determination with the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default same effect as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) 7.03 that had occurred shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower deemed cured for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term purposes of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1.. The

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of the financial covenants set forth in Section 9.2 and/or Section 9.3 at 7.03 (a “Curable Default”), until the end expiration of the Test Period 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal quarter (the “Required Contribution Date”), Borrowers (i) the Parent shall have the limited 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 made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to clauses (i) and (ii), apply the amount of the 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 Business 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 on under Section 7.03 for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than two times in any four (4) fiscal quarter period and five times during the term of this Agreement; the Loans, (d) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any prepayment made under 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 Section 9.4 Agreement shall be accompanied by the applicable portion of the Prepayment Premium not exceed $10,000,000, and all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or exercise any enforcement remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely as a result of the existence of the 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 covenants 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 the applicable 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 137 #97889169v6 Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.03 and shall not result in any adjustment to any amounts other than the amount of the Term LoansConsolidated EBITDA referred to in the immediately preceding sentence; and (g) Administrative Borrower provided that such adjustment to the amount of the Consolidated EBITDA shall have delivered apply to Agent a revised Business Plan subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to such which the Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Right was exercised.

Cure Right. In the event that the Borrowers fail to satisfy comply with the covenants requirements of any financial covenant set forth in Section 9.2 and/or Section 9.3 at 7.03, until the end expiration of the Test Period fifth (5th) day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantFiscal Quarter hereunder, Borrowers the Parent shall have the limited 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 cash to the capital of the Parent, and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such applicable Fiscal Quarter (the "Cure Right"); provided that (a) such proceeds are actually received by the Parent no later than 5 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 on under Section 7.03 for such period, (c) such proceeds do not exceed 15% of Consolidated EBITDA of the following terms Parent and conditions its Subsidiaries for the immediately preceding four (and until 4) Fiscal Quarter period, (d) the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than four (4) times during the term of this Agreement; , (e) any prepayment made under this Section 9.4 in each period of four Fiscal Quarters, there shall be accompanied by at least 2 consecutive Fiscal Quarters during which the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; Cure Right is not exercised, (f) the aggregate amount of all Cure Right proceeds during the term of this Agreement shall not exceed $3,000,000, (g) all Cure Right contributions shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained herein, (h) there shall be no pro forma reduction in Indebtedness with the proceeds of any Covenant Cure Payment Right for determining compliance with the financial covenants for such twelve month period (either through repayment or netting) and (i) such proceeds shall be immediately applied to prepay the Term Loan and applied to the principal inverse order of maturity and the Borrowers shall pay the Applicable Prepayment Premium. 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 covenants 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 the applicable 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 result in any adjustment to any amounts other than the amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In the event that the Borrowers fail to satisfy comply with the covenants requirements of any financial covenant set forth in Section 9.2 and/or Section 9.3 at 7.03(a), until the end expiration of the Test Period 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal month hereunder, Borrowers the Administrative Borrower shall have the limited right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Administrative Borrower, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the 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 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal month hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default on under Section 7.03(a) for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than four (4) 4 times during the term of this Agreement; the Loans, (d) in each period of four Fiscal Quarters, there shall be no consecutive Fiscal Quarters during which the Cure Right is exercised, (e) any prepayment made under this Section 9.4 there shall be accompanied by no pro forma reduction in Indebtedness with the applicable portion proceeds of the Prepayment Premium Cure Right for purposes of determining compliance with the financial covenant in Section 7.03(a) 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 all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(iii). 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(a), 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 the applicable breach or default of such Section 7.03(a) 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(a) and shall not result in any adjustment to any amounts other than the amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In Notwithstanding anything to the contrary contained herein, in the event that Borrowers the Loan Parties fail to satisfy comply (x) with the covenants requirements of Section 6.5(a) for any fiscal quarter (the “Applicable Fiscal Quarter”), then until the tenth (10th) Business Day (the “FCCR Cure Notice Deadline”) after the earlier of (a) delivery of the Compliance Certificate for the Applicable Fiscal Quarter, or (b) the due date for delivery of the Compliance Certificate for the Applicable Fiscal Quarter as required by Section 9.7 or 9.8 hereof, or (y) with the requirements of Section 6.5(b) on any date of determination (the “Applicable Liquidity Shortfall Date”), then until the third (3rd) Business Day (the “Liquidity Cure Notice ​ ​ Deadline”) after the Liquidity Shortfall Date, any holder of Equity Interests of AmeriGas or any of its direct or indirect Parents shall have the right to make a contribution to its equity in the form of common equity for cash and contribute the cash proceeds therefrom to AmeriGas and/or AmeriGas shall have the right to issue, obtain or recognize a contribution to its equity in the form of common equity for cash (the “Cure Right”), and upon the receipt by AmeriGas of such cash proceeds (the “Cure Amount”), pursuant to the exercise of such Cure Right, the calculation of Fixed Charge Coverage Ratio as used in the financial covenant set forth in Section 9.2 and/or Section 9.3 at 6.5(a) or the end calculation of Liquidity shall, as applicable, be recalculated giving effect to the following pro forma adjustments so long as the cash proceeds of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event exercise of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be Right are received by Agent after the end of the applicable Test Period and on or prior to the date which is AmeriGas no later than five (5) Business Days following after the date which FCCR Cure Notice Deadline or Liquidity Cure Notice Deadline (as applicable, the “Anticipated Cure Deadline”) and remitted to Agent for application to the Obligations in accordance with the terms hereof (without any corresponding reduction to the Revolving Commitments or Maximum Revolving Advance Amount): (a) With respect to a Compliance Certificate is required failure to be delivered by Administrative Borrower comply with Section 6.5(a) for the Applicable Fiscal Quarter, EBITDA shall be increased, solely for the purpose of measuring the Fixed Charge Coverage Ratio set forth in Section 6.5(a) for the Applicable Fiscal Quarter (and the applicable Test Period subsequent periods which include the Applicable Fiscal Quarter) and not for any other purpose under this Agreement (such periodincluding but not limited to determining the availability or amount of any covenant baskets or carve-outs), a “by an amount equal to the Cure Period”Amount; provided that the receipt by AmeriGas of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs); (b) Covenant With respect to a failure to comply with Section 6.5(b) for any Applicable Liquidity Shortfall Date, the Liquidity covenant shall be recalculated as of the Applicable Liquidity Shortfall Date and the outstanding Revolving Advances as of the Applicable Liquidity Shortfall Date shall, for such calculation, be decreased by an amount equal to the Cure Payments shall not be made in consecutive fiscal quartersAmount actually applied to the outstanding Revolving Advances; (c) [reserved]; (dIf, after giving effect to the foregoing recalculations, the Loan Parties shall then be in compliance with the requirements of the Fixed Charge Coverage Ratio set forth in Section 6.5(a) Covenant Cure Payments or the Liquidity covenant set forth in Section 6.5(b), as applicable, the Loan Parties shall not be made more than four (4deemed to have satisfied the requirements of Section 6.5(a) times during or Section 6.5(b), as applicable, as of the term 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 set forth in Section 6.5(a) or 6.5(b), as applicable, that had occurred shall be deemed cured for the purposes of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1.

Cure Right. In the event that Borrowers fail the Borrower fails to satisfy comply with the covenants requirements of any financial covenant set forth in Section 9.2 and/or Section 9.3 at 7.03(b), until the end expiration of the Test Period 5th day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal quarter hereunder, Borrowers the Parent shall have the limited 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 cash to the capital of the Borrower, and apply the amount of the 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 5 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 on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of under Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower 7.03 for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters;, (c) [reserved]; (d) Covenant the Cure Payments Right shall not be made exercised more than four (4) five times during the term of this Agreement;the Loans, (d) 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) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid;[reserved], (f) 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 Covenant Cure Payment shall be applied pricing, financial covenant based conditions or baskets with respect to the principal amount of covenants contained in this Agreement, in each case in the Term Loans; fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (g) Administrative Borrower such proceeds shall have delivered be applied to Agent a revised Business Plan prepay the Loans in accordance with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1.2.05

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in Section 7.03, until the expiration of the 10th day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the 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 cash to the capital of the Borrowers, and apply the amount of the 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 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 covenants set forth in Section 9.2 and/or 7.03, the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period applicable to such covenant, Borrowers shall have relevant date of determination with the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default same effect as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) 7.03 that had occurred shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower deemed cured for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term purposes of this Agreement; (e) . 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 result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, in no event shall any Applicable Premium be applicable to any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1this Section.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 7.1(c), in the event that Borrowers Holdings and the Borrower fail or may fail to satisfy comply with the covenants covenant set forth in Section 9.2 and/or Section 9.3 at the end of 6.17 for any Test Period (beginning with the Test Period applicable ending December 31, 2015), at any time on or before the tenth Business Day after the date that the financial statements with respect to the fiscal quarter or fiscal year, as applicable, ending on the last day of such covenantTest Period are required to be delivered pursuant to Section 5.1, Borrowers the Fortress Funds shall have the limited right to cure such Event (the “Cure Right”), exercisable no more than four times during the term of Default on the following terms and conditions this Agreement (and until the expiration of any such in each Test Period for which a Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure Right is exercised, there shall be at least two fiscal quarters in which no Cure Right has been exercised), to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment make, or cause one or more Affiliates of the outstanding Term Loans Fortress Funds to make, cash contributions to, or purchase common equity or other equity interests not constituting Disqualified Capital Stock of, of Holdings (with such cash or proceeds of equity to be contributed to the Borrower), in an amount equal to the Prepayment amount required to cause Holdings and the Borrower to be in compliance with the financial covenant set forth in Section 6.17 for such Test Period (the “Cure Amount”) and apply such Cure Amount to prepay the Term Loans pro rata among the Classes of Term Loans in direct order of maturity of the scheduled remaining Installments of principal of the Term Loans within each Class, upon which the financial covenant set forth in Section 6.17 shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA of the Jefferson Group Members in accordance with the definition thereof for the fiscal quarter with respect to which such Cure Right was exercised in an amount equal to such Cure Amount (any and such prepayment, a “Covenant Cure Payment”) increase shall be received by Agent after the end included in each period that includes such fiscal quarter); provided, however, that such pro forma adjustment to Consolidated EBITDA of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to Jefferson Group Members shall be delivered by Administrative Borrower given solely for the applicable Test Period (purpose of determining the existence of a Default or an Event of Default under the covenant set forth in Section 6.17 with respect to any period that includes the fiscal quarter with respect to which such period, a “Cure Period”);Right was exercised and not for any other purpose under any Loan Document. (b) Covenant If, after the exercise of the Cure Payments Right and the recalculations pursuant to Section 7.3(a) above, the Borrower shall not then be made in consecutive fiscal quarters;compliance with the requirements of the covenant set forth in Section 6.17 for such Test Period, the Borrower shall be deemed to have satisfied the requirements of the covenant set forth in Section 6.17 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Default or Event of Default under Section 7.1(c) that had occurred shall be deemed cured; provided, however, that (i) the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with Section 6.17 and (ii) all Cure Amounts and the use of proceeds therefrom will be disregarded for all other purposes (including calculating Consolidated EBITDA for purposes of determining the Total Debt Leverage Ratio and the Total Secured Debt Leverage Ratio) under the Loan Documents other than compliance with Section 6.17. (c) [reserved]; If on a pro forma basis after giving effect to the investment of cash in equity of Holdings pursuant to the preceding clause (d) Covenant Cure Payments shall not be made more than four (4) times during a), the term Borrower would have been in compliance with the covenant set forth in Section 6.17 as of this Agreement; (e) any prepayment made the date of the relevant Compliance Certificate, the Event of Default under this Section 9.4 6.17 shall be accompanied by deemed to have not occurred. During the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds pendency of any Covenant Cure Payment shall be applied cure right afforded to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required Jefferson Group Members pursuant to Section 9.17.3(a), the Administrative Agent shall not exercise any remedies described under Section 7.1 or otherwise for failure to satisfy the financial covenant in Section 6.17.

Cure Right. In the event that Borrowers the Loan Parties fail to satisfy comply with the covenants requirements of any financial covenant set forth in Section 9.2 and/or Section 9.3 at 7.03(a), during the end period from the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder until the expiration of the Test Period 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter of the Parent and its Subsidiaries hereunder, the direct or indirect equity holders of Parent (and/or additional direct or indirect equity holders of Parent) shall, directly or indirectly, purchase Permitted Cure Equity for cash or make cash contributions to the capital of the Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such covenantapplicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Borrowers shall have (b) such proceeds do not exceed the limited right aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default on under Section 7.03(a) for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than four three (43) times during the term of this Agreement; , (d) the Cure Right shall not be exercised in any two consecutive fiscal quarter period of the Parent and its Subsidiaries, (e) any prepayment made under this Section 9.4 there shall be accompanied by no pro forma reduction in Indebtedness with the applicable portion proceeds of the Prepayment Premium Cure Right for purposes of determining compliance with the financial covenant 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 all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(vi). 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 Loan Parties are in compliance with the financial covenant set forth in Section 7.03(a), the Loan Parties 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 the applicable breach or default of such Section 7.03(a) 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(a) and shall not result in any adjustment to any amounts other than the amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1.immediately preceding sentence. 128498985v11

Cure Right. In (i) Notwithstanding anything to the contrary contained in this Section 9.13, in the event that the Borrowers fail or reasonably believes they will fail to satisfy comply with the covenants requirements of the financial covenant set forth in Section 9.2 and/or Section 9.3 at 9.13(a) (the end of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and “Financial Covenant”) until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): the day that is ten (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (510) Business Days following after the earlier to occur of (i) the date which a the Compliance Certificate calculating such covenants is actually delivered to the Administrative Agent and (ii) the date the Compliance Certificate calculating such covenants is required to be delivered by pursuant to Section 8.01(d) Administrative Borrower shall have the right to cure (and shall be deemed to have cured) any Event of Default resulting from such breach if Administrative Borrower issues Capital Stock (other than Disqualified Capital Stock), directly or indirectly, to the equity holders of Administrative Borrower for cash, or otherwise receives cash contributions to the applicable Test Period capital of Administrative Borrower (such period, a the “Cure PeriodRight”) in such amounts as are necessary to be in compliance with the Financial Covenant (the “Cure Amount”); (b) , 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. In 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 Payments shall Right may not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than two (2) times in any four (4) consecutive quarterly periods, and not more than five (5) times during the term of this Agreement;. (eii) Upon the Administrative Agent’s receipt of the Cure Amount, the Financial Covenant shall be recalculated and if the Credit Parties in compliance with the requirements of the Financial Covenant, then the Credit Parties shall be deemed to have satisfied such 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 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 prepayment made 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 shall be deemed existing for all other purposes of the Credit Documents. The resulting increase to Consolidated Adjusted EBITDA from the exercise of the Cure Right shall not result in any adjustment to Consolidated Adjusted EBITDA or any other financial definition for any purposes under this Section 9.4 shall be accompanied by Agreement or any Credit Document, other than for purposes of calculating the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Financial Covenant.

Cure Right. In the event that Borrowers fail the Borrower fails to satisfy comply with the covenants requirements of the financial covenant set forth in Section 9.2 and/or Section 9.3 at the end of the Test Period applicable to such covenant7.03(b), Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent 10th Business Day after the end of the applicable Test Period and date on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is financial statements are required to be delivered by Administrative Borrower for with respect to the applicable Test Period fiscal quarter hereunder (such 10 Business Day period, a the “Cure Period”);, the 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 cash to the capital of the Borrower, and apply the amount of the 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 5 days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (b) Covenant Cure Payments shall such proceeds do not be made in consecutive fiscal quarters;exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03(b) for such period, (c) [reserved]; (d) Covenant the Cure Payments Right shall not be made exercised more than four (4) five times during the term of this Agreement;the Loans, US-DOCS\156209705.12 (d) 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) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid;[reserved], (f) 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 Covenant Cure Payment shall be applied pricing, financial covenant based conditions or baskets with respect to the principal amount of covenants contained in this Agreement, in each case in the Term Loans; fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (g) Administrative Borrower such proceeds shall have delivered be applied to Agent a revised Business Plan prepay the Loans in accordance with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1.2.05(c)

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of the financial covenants set forth in Section 9.2 and/or Section 9.3 at 7.03 (a “Curable Default”), until the end expiration of the Test Period 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal quarter (the “Required Contribution Date”), Borrowers (i) the Parent shall have the limited 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 made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to clauses (i) and (ii), apply the amount of the 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 Business 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 on under Section 7.03 for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than two times in any four (4) fiscal quarter period and five times during the term of this Agreement; the Loans, (d) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any prepayment made under 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 Section 9.4 Agreement shall be accompanied by the applicable portion of the Prepayment Premium not exceed $10,000,000, and all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or exercise any enforcement remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely as a result of the existence of the 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 covenants 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 the applicable 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 Section7.03 and shall not result in any adjustment to any amounts other than the amount of the Term LoansConsolidated EBITDA referred to in the immediately preceding sentence; and (g) Administrative Borrower provided that such adjustment to the amount of the Consolidated EBITDA shall have delivered apply to Agent a revised Business Plan subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to such which the Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Right was exercised.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of the financial covenants set forth in Section 9.2 and/or 7.03(a) and Section 9.3 at 7.03(c), until the end expiration of the Test Period 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal month hereunder, Borrowers the Administrative Borrower shall have the limited right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Administrative Borrower, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated Revenue or comply with the Liquidity Differential, as applicable with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal month hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated Revenue) such Event of Default on under Section 7.03(a) for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than four (4) 5 times during the term of this Agreement; the Loans, (d) in each period of four Fiscal Quarters, there shall be no consecutive Fiscal Quarters during which the Cure Right is exercised, (e) any prepayment made under this Section 9.4 there shall be accompanied by no pro forma reduction in Indebtedness with the applicable portion proceeds of the Prepayment Premium Cure Right for purposes of determining compliance with the financial covenant in Section 7.03(a) 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 all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(iii). 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(a), 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 the applicable breach or default of such Section 7.03(a) 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(a) and shall not result in any adjustment to any amounts other than the amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated Revenue referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In the event that the Borrowers fail to satisfy comply with the covenants requirements of the financial covenant set forth in Section 9.2 and/or Section 9.3 at 7.03 (a “Curable Default”), until the end expiration of the Test Period 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal quarter (the “Required Contribution Date”), Borrowers (i) the Parent shall have the limited 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 made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to clauses (i) and (ii), apply the amount of the 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 Business 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 on under Section 7.03 for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made exercised more than two times in any four (4) fiscal quarter period and five times during the term of this Agreement; the Loans, (d) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any prepayment made under 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 Section 9.4 Agreement shall be accompanied by the applicable portion of the Prepayment Premium not exceed $10,000,000, and all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations, terminate the Revolving Credit Commitment or exercise any enforcement remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely as a result of the existence of the 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 the applicable 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 result in any adjustment to any amounts other than the amount of the Term LoansConsolidated EBITDA referred to in the immediately preceding sentence; and (g) Administrative Borrower provided that such adjustment to the amount of the Consolidated EBITDA shall have delivered apply to Agent a revised Business Plan subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to such which the Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Right was exercised.

Cure Right. In For purposes of curing an Event of Default under Section 8.01(b) arising from the event that Borrowers fail Loan Parties’ failure to satisfy comply with the covenants set forth in Section 9.2 and/or Section 9.3 at Financial Covenant on a one time basis during the end term of 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 Test Period applicable Financial Covenant) to such covenant, Borrowers shall have apply the limited right proceeds of a Cure Right Contribution Transaction received by the Borrower to repay the Obligations to increase Excess Availability for the purposes of determining compliance with the Financial Covenant to cure such Event of Default in accordance with this Section 8.04 (any such proceeds received by the Borrower and used to cure such Event of Default in accordance with this Section 8.04, a “Specified Contribution”); provided that all of following conditions are satisfied: (a) the Borrower shall not be permitted to cure an Event of Default under Section 8.01(b) arising from the Loan Parties’ failure to comply with the Financial Covenant pursuant to this Section 8.04 more than one (1) time during the term of this Agreement, (b) the amount of any Specified Contribution must be equal to or greater than the sum of (x) the amount required to cause the Loan Parties to be in compliance with the 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 following terms 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, further, that prior to receipt by the Borrower of such Specified Contribution and conditions 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 until shall be deemed to be) continuing for all purposes under the expiration 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 any such Cure Period an 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 and complied with as of the date the Financial Covenant was breached with the same effect as though there had been no failure to comply with the Financial Covenant, and such Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowersthe Loan Parties’ failure to comply Section 9.2 and/or Section 9.3 with the Financial Covenant shall be deemed not be continuing): (a) a prepayment to have occurred for purposes of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1Documents.

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 Borrowers fail to satisfy Company may present the covenants set forth in Section 9.2 and/or Section 9.3 at the end holders of the Test Period applicable Notes with a reasonably feasible plan for the Company to offer or sell Equity Interests or raise Indebtedness of the Company or any of its subsidiaries (the “Cure Right”), the proceeds of which shall be deemed received immediately prior to such covenant, Borrowers shall have the limited right default and used immediately prior to cure such Event of default as specified in such plan to enable such Financial Covenant Default on the following terms and conditions to be cured within one hundred eighty (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a180) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent calendar days after the end of the applicable Test Period 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 10.6 that gave rise to such Financial Covenant Default as of the relevant date of determination and on or prior each subsequent fiscal quarter within such one hundred eighty (180) day period with the same effect as though there had been no failure to comply therewith at such date, and the applicable Financial Covenant Default that had occurred shall be deemed cured for each such subsequent fiscal quarter for the purposes of this 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 date which is five contrary, (5i) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made no more than four two (42) times Cure Rights may be exercised during the term of this Agreement; , and (eii) the Cure Right shall not be exercised in any prepayment made under two (2) consecutive fiscal quarters (which, for the avoidance of 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 after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section 9.4 shall be accompanied by the applicable portion 10.6(c), no holder of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds Notes shall impose any Default Rate of interest, accelerate its Notes, or exercise any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required its rights or remedies pursuant to Section 9.112 solely on the basis of the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred eighty (180) calendar days after the expiration of the end of the applicable quarter or fiscal year to which such officer’s certificate relates.

Cure Right. In (a) Notwithstanding anything to the event that Borrowers fail contrary contained in Sections 8.1 and 8.2, if Holdingsthe Borrower fails to satisfy comply with the covenants set forth in Section 9.2 and/or Section 9.3 at Financial Covenant as of the end of the Test Period applicable to such covenantany Fiscal Quarter, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior tenth Business Day subsequent to the date which is five (5) Business Days following the date which a Compliance Certificate for such Fiscal Quarter is required to be delivered by Administrative pursuant to Section 5.1(c) (the last day of such period being the “Anticipated Cure Deadline”), each of Holdings and LLC Subsidiarythe Borrower shall have the right to issue Qualified Equity Interests for cash (the applicable Test Period (such periodnet cash proceeds received thereof, a the “Cure PeriodAmount” and, such right, the “Cure Right”); ; provided, (bi) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made no more than four (4) times 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 BorrowersBorrower . (eb) any prepayment made under this Section 9.4 shall be accompanied Upon the receipt by the applicable portion BorrowersBorrower of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the cash proceeds of any Covenant capital contribution or issuance referred to in Section 8.4(a), Consolidated Adjusted EBITDA for the Fiscal Quarter as to which such Cure Payment Right is exercised (the “Cure Right Fiscal Quarter”) shall be applied 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 principal amount recalculations set forth in Section 8.4(b) Holdingsthe Borrower shall then be in compliance with the Financial Covenant, Holdingsthe Borrower shall be deemed to have satisfied the requirements of such covenant as of the Term Loans; and (g) Administrative Borrower shall have delivered relevant date of determination with the same effect as though there had been no failure to Agent a revised Business Plan comply therewith at such date, and the applicable Event of Default with respect to any such covenant that had occurred shall be deemed cured for all purposes of this Agreement and the other Credit Documents. (d) Upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretionDeadline, that at all times during such Holdings or LLC Subsidiarythe Borrower intends to exercise the Cure Period the Loan Parties will maintain Liquidity Right in excess respect of 110% a Fiscal Quarter, none of the minimum Liquidity required Administrative Agent, the Collateral Agent or the Lenders shall be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments, to impose default rate interest or to exercise remedies against the Collateral solely on the basis of a failure to comply with the requirements of the Financial Covenant, unless such failure is not cured pursuant to Section 9.1the exercise of the Cure Right on or prior to the Anticipated Cure Deadline.

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 Borrowers fail to satisfy Company may present the covenants set forth in Section 9.2 and/or Section 9.3 at the end holders of the Test Period applicable Notes with a reasonably feasible plan for the Company to offer or sell Equity Interests or raise Indebtedness of the Company or any of its subsidiaries (the “Cure Right”), the proceeds of which shall be deemed received immediately prior to such covenant, Borrowers shall have the limited right default and used immediately prior to cure such Event of default as specified in such plan to enable such Financial Covenant Default on the following terms and conditions to be cured within one hundred twenty (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a120) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent calendar days after the end of the applicable Test Period 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 relevant date of determination and on or prior each subsequent fiscal quarter within such one hundred twenty (120) day period with the same effect as though there had been no failure to comply therewith at such date, and the applicable Financial Covenant Default that had occurred shall be deemed cured for each such subsequent fiscal quarter for the purposes of this 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 date which is five contrary, (5i) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made no more than four two (42) times Cure Rights may be exercised during the term of this Agreement; , and (eii) the Cure Right shall not be exercised in any prepayment made under two (2) consecutive fiscal quarters (which, for the avoidance of 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 after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section 9.4 shall be accompanied by the applicable portion 10.7(c), no holder of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds Notes shall accelerate its Notes or exercise any of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required its rights or remedies pursuant to Section 9.1.12 solely on the basis of the occurrence and continuance of such Financial Covenant Default during the period from the date of 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. HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT

Cure Right. In (a) For the event purpose of determining whether an Event of Default under Section 9.1 has occurred, the 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 the stock (other than Disqualified Equity Interests) of the Borrower (the “Cure 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”) (and any Test Period that Borrowers fail to satisfy includes such Cure Quarter) and solely for the covenants purpose of complying with the First Lien Net Leverage Ratio set forth in Section 9.2 and/or Section 9.3 at the end of the 9.1 for such Cure Quarter (and any Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any that includes such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(aQuarter); provided that (i) arising from Borrowers’ failure such amounts to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be designated are actually received by Agent the Borrower on or after the end last day of the such applicable Test Period and Cure Quarter on or prior to the date which is five tenth (510th) Business Days following Day after the date on which a Compliance Certificate is the Financial Statements are required to be delivered by Administrative Borrower with respect to such applicable Cure Quarter (the “Cure Expiration Date”), (ii) such amounts do not exceed the minimum amount to cure any Event of Default in respect of Section 9.1 as of the end of such Cure Quarter and (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no reduction in Consolidated Funded Indebtedness for the applicable Test Period 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 date such period, amounts are designated as a “Cure PeriodAmount”);. (b) Covenant Cure Payments 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 be made at any time result in consecutive fiscal quarters;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) [reserved];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 the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 9.1 and any Event of Default in respect of Section 9.1 shall be deemed not to have occurred for purposes of the Loan Documents, (ii) upon delivery to the Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 9.2, neither the Agent nor any Lender may exercise any rights or remedies under Article X (or under any other Loan Document) solely on the basis of any actual or purported Event of Default in respect of Section 9.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) Covenant Cure Payments (i) the cure right set forth in this Section 9.2 shall not be made exercised in consecutive fiscal 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 during in the term of this Agreement;aggregate. (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion 100% of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant the Cure Payment Amount shall be applied used to prepay the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan Loans in accordance with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.12.5(b)(iv).

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Borrowers fail the Borrower fails to satisfy comply with the covenants set forth contained in Section 9.2 and/or Section 9.3 at 10.02(a) through (g) (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right, within the period beginning ninety (90) days prior to and ending sixty (60) days after, the end of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing):respective calendar year: (ai) a prepayment to issue additional shares of Equity Interests in exchange for cash (the outstanding Term Loans “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), in an amount equal to (x) two and one half (2.5) multiplied by (y), at the Prepayment Cure Amount election of Borrower as to the applicable calendar year, such election to be made within sixty (any such prepayment, a “Covenant Cure Payment”60) shall be received by Agent days after the end of the applicable Test Period and on or prior calendar year by written notice to the Lenders, (1) the Minimum Required Revenue less Borrower’s actual Revenue for such period or (2) the Minimum Required EBITDA less Borrower’s actual EBITDA for such period (in each case, as applicable to such calendar year) (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 within sixty (60) days of the end of the respective calendar year, pursuant to the exercise of such Cure Right, such cash in the amount of the Cure Amount shall be deposited in a segregated, blocked account (the “Cure Account”) and, once so deposited, shall be deemed to constitute Revenue or EBITDA of Borrower per Borrower’s election for such calendar year 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 recalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial Covenants as of the relevant date which is five (5) Business Days following of determination with the date which a Compliance Certificate is required same effect as though there had been no failure to be delivered by Administrative Borrower for comply therewith at such date, and the applicable Test Period (such periodbreach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. The Cure Account shall contain only cash and Permitted Cash Equivalent Investments and be subject to a “control agreement in favor of the Control Agent. Earnings on investments in the Cure Period”); (bAccount will remain in the Cure Account until released on approval as pursuant to Sections 10.03(b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; and (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1below.

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in clause (b), (c) or (d) of Section 7.03, from and after the day on which financial statements are required to be delivered with respect to the applicable Fiscal Quarter hereunder until the expiration of the 10th day after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, the 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 cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal 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, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) 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, (d) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v), and (f) 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. 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 applicable financial covenants set forth in Section 9.2 and/or 7.03, the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable 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 such covenantSection 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither any Agent nor any Lender may take any action to foreclose on, Borrowers shall have or take possession of, the limited right to cure such Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) or under any applicable laws on the basis of any actual or 142901395v2 purported Event of Default on the following terms and conditions in respect of Section 7.03(b), (c) or (d) (and until the expiration of any such Cure Period an related Default or Event of Default as a result arising therefrom) until the date that is the earlier of Borrowers’ breach (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Administrative Agent receives notice from an Authorized Officer of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall the Loan Parties that the Cure Right will not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower exercised for the applicable Test Period (period; provided, that during such periodtime, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 no Lender shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied required to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent make a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1hereunder.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that Borrowers fail to satisfy any Loan Party would otherwise be in default of the covenants financial covenant set forth in Section 9.2 and/or 8.16(a) for any period, on or before the tenth (10th) Business Day subsequent to the due date for delivery of the financial statements for such period pursuant to Section 9.3 at 7.01 (such period, the “Cure Period”), the Parent shall have the right to (x) apply up to ten percent (10%) of Consolidated Contract Cure Revenue as of the end of such period to Consolidated Revenues in an aggregate amount not to exceed the Test Period applicable to such covenant, Borrowers shall have the limited right amount necessary to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ relevant failure to comply with Section 9.2 and/or 8.16(a) (such application, a “Specified Contract Revenue Application”) or (y) issue Qualified Capital Stock or Qualified Subordinated Debt, in each case, for cash in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with Section 9.3 8.16(a) (such contribution, a “Specified Cure Contribution”), and upon the Specified Contract Revenue Application or the receipt by the Parent of such Specified Cure Contribution within the Cure Period, the financial covenant set forth in Section 8.16(a) shall not be continuingrecalculated giving effect to the following pro forma adjustments (collectively, the “Cure Right”): (ai) a prepayment Consolidated Revenues shall be increased for the applicable fiscal quarter (the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the outstanding Term Loans 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 Prepayment Specified Contract Revenue Application or Specified Cure Amount Contribution, as applicable, (ii) “Consolidated Revenues” shall, for the Applicable Quarter and any such prepaymentperiod of four consecutive fiscal quarters that includes the Applicable Quarter, be calculated without giving effect to the receipt or recognition as “Consolidated Revenues” of any Consolidated Contract Cure Revenues used as a “Covenant Specified Contract Revenue Application and (iii) Consolidated Contract Revenues and Consolidated Contract Cure Payment”) Revenues, in each case, shall be received decreased by Agent after the end amount of the applicable Test Period Specified Contract Revenue Application for the Applicable Quarter and on or prior any period of four consecutive fiscal quarters that includes the Applicable Quarter; and (B) If, after giving effect to the foregoing recalculation, the Loan Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 8.16(a), the Loan Parties shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 8.16(a) as of the relevant date which is five 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 covenant set forth in Section 8.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. (5ii) Business Days following Notwithstanding anything herein to the contrary, (A) the Loan Parties shall provide notice to the Administrative Agent of their intention to exercise the Cure Right no later than the date which a Compliance Certificate is required of delivery of the financial statements evidencing such noncompliance pursuant to be delivered by Administrative Borrower for the applicable Test Period Section 7.01, (such 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 Period”Right is exercised, (C) the Specified Contract Revenue Application or Specified Cure Contribution, as applicable, shall be no greater than the amount required for purposes of complying with the financial covenant in Section 8.16(a); , (bD) Covenant the Specified Contract Revenue Application or Specified Cure Payments Contribution, as applicable, received pursuant to any exercise of the Cure Right shall not be made disregarded for purposes of determining any available basket under any covenant in consecutive fiscal quarters; this Agreement, (cE) [reserved]; (d) Covenant the Cure Payments shall not Right may be made exercised no more than four three (43) times during the term of this Agreement; , (eF) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion no more than $10,000,000 of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Consolidated Contract Cure Payment shall Revenue may be applied as a Specified Contract Revenue Application in the aggregate during the term of this Agreement, (G) with respect to any Cure Right in the principal amount form of a Specified Contract Revenue Application, the Term Loans; and (g) Administrative Borrower Loan Parties shall have delivered to the Administrative Agent a revised Business Plan certificate of a Responsible Officer of the Borrowers setting forth a calculation thereof and (H) neither the Administrative Agent nor any Secured Party shall exercise any remedy (including acceleration) under the Loan Documents or applicable Law on the basis of an Event of Default caused solely by the failure to comply with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Section 8.16(a) until after the Cure Period has lapsed and the Loan Parties will maintain Liquidity have not exercised the Cure Right (except to the extent that any Borrower has confirmed in excess writing that it does not intend to exercise the Cure Right); provided, that, for the avoidance of 110% doubt, an Event of the minimum Liquidity required pursuant to Section 9.1Default shall be deemed outstanding for all other purposes of this Agreement during such period.

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.1(c), in the event that Borrowers Holdings and the Borrower fail or may fail to satisfy comply with the covenant set forth in Section 6.1 for any Test Period, at any time on or before the tenth Business Day after the date that the financial statements with respect to the fiscal quarter or fiscal year, as applicable, ending on the last day of such Test Period are required to be delivered pursuant to Section 5.1, the Fortress/Grove Funds shall have the right (the “Cure Right”), exercisable no more than five times during the term of this Agreement (and in each Test Period for which a Cure Right is exercised, there shall be at least two fiscal quarters in which no Cure Right has been exercised), to make, or cause one or more Affiliates of the Fortress/Grove Funds to make, cash contributions to, or purchase common equity or other equity interests not constituting Disqualified Capital Stock of, of Holdings (with such cash or proceeds of equity to be contributed to the Borrower) in an amount equal to the amount required to cause Holdings and the Borrower to be in compliance with the financial covenant set forth in Section 6.1 for such Test Period (the “Cure Amount”), upon which the covenants set forth in Section 9.2 and/or Section 9.3 at the end 6.1 shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA of the Test Period applicable Intrawest Group Members in accordance with the definition thereof for the fiscal quarter with respect to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any which such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans Right was exercised in an amount equal to the Prepayment such Cure Amount (any and such prepayment, a “Covenant Cure Payment”) increase shall be received by Agent after the end included in each period that includes such fiscal quarter); provided, however, that such pro forma adjustment to Consolidated EBITDA of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to Intrawest Group Members shall be delivered by Administrative Borrower given solely for the applicable Test Period (such period, purpose of determining the existence of a “Cure Period”); (b) Covenant Cure Payments shall not be made Default or an Event of Default under the covenants set forth in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan 6.1 with respect to any period that includes the fiscal quarter with respect to which such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Right was exercised and not for any other purpose under any Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1.Document. 146

Cure Right. In the event that the Borrowers fail to satisfy comply with the requirements of any financial covenant set forth in Section 7.03(a) or 7.03(b), until the expiration of the 15th day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the 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 cash to the capital of the Borrowers, and apply the amount of the 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 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(a) or 7.03(b), as applicable, for such period, (c) the Cure Right shall not be exercised more than five times during the term of the Loans, (d) in each period of four fiscal quarters, there shall be at least two fiscal quarters during which the Cure Right is not exercised and the Cure Right shall not be exercised in any two consecutive fiscal quarters, (e) there shall be no pro forma reduction in Indebtedness or cash netting 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 (other than, with respect to any future period, to the extent of any portion of such proceeds that are actually applied to repay Indebtedness), (g) such proceeds shall be disregarded for all other purposes of this Agreement (including for purposes of determining compliance with the financial covenant in Section 7.03(c) and 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, other than for purposes of increasing Consolidated EBITDA for purposes of the financial covenant under Sections 7.03(a) and 7.03(b) as provided above in this Section 9.02, and (h) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v). 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 or cash netting in connection therewith), the Borrowers are in compliance with the financial covenants set forth in Section 9.2 and/or 7.03(a) and (b), the Borrowers shall be deemed to have satisfied the requirements of such Section 9.3 at the end as of the Test Period applicable to such covenant, Borrowers shall have relevant date of determination with the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default same effect as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.2 and/or Section 9.3 shall not be continuing): (a7.03(a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”or 7.03(b) that had occurred shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower deemed cured for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term purposes of this Agreement; (e) any prepayment made under . The parties hereby acknowledge that this Section 9.4 shall may not be accompanied by the relied on for purposes of calculating any financial ratios other than as applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (fto Section 7.03(a) the proceeds or 7.03(b) and, other than in connection with any reduction in Indebtedness for purposes of any Covenant Cure Payment future period, shall be applied not result in any adjustment to any amounts other than the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Borrowers fail Borrower fails to satisfy comply with the covenants set forth contained in Section 9.2 and/or Section 9.3 at 10.02(a) through (f) (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right within 90 (ninety) days of the end of the Test Period applicable respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), provided that such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 cash shall not be continuing):subject to a Lien in favor of the lenders of Permitted Priority Debt, (aii) a prepayment to use existing cash in excess of the outstanding Term Loans Liquidity required pursuant to Section 10.01 (the “Cash Cure Right”) or borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Cash Cure Right and the Equity Cure Right, the “Cure Right”), provided that such cash shall not be subject to a Lien in favor of the lenders of Permitted Priority Debt, in an amount equal to (x) two (2) multiplied by (y) the Prepayment Minimum Required Revenue for such period less Borrower’s actual annual Revenue for such period (the “Cure Amount”). In the case of the exercise of the Equity Cure Right or the Subordinated Debt Cure Right, the cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower. Upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right (in the case of the exercise of the Equity Cure Right or the Subordinated Debt Cure Right) and the application of the Cure Amount as provided in Section 10.03(b) below (in the case of the exercise of any Cure Right), such prepayment, a “Covenant Cure Payment”) Amount shall be received by Agent after the end 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 recalculation, Borrower shall then be in compliance with the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified 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 Test Period breach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. Upon the Lenders’ receipt of a notice from Borrower that it intends to exercise the Equity Cure Right with respect to Section 10.02(a) or (b) (the “Notice of Intent to Cure”), then, so long as no other Event of Default then exists and solely with respect to Borrower’s exercise of the Equity Cure Right and Subordinated Debt Cure Right, until the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, neither the Control Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Control Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 10.02(a) or (b) in respect of such calendar year; provided that if Borrower fails to raise the Cure Amount prior to the date 90th day subsequent to the calendar year to which is five (5) Business Days such Notice of Intent to Cure relates, the applicable breach of the Specified Financial Covenants, the related Default and Event of Default, shall be deemed to have occurred as of the day following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for last day of such calendar year and the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) any prepayment made under this Section 9.4 Post-Default Rate shall be accompanied by the applicable portion deemed to have been implemented as of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1date.

Cure Right. In the event that Borrowers fail the Borrower fails to satisfy comply with the covenants requirements of any financial covenant set forth in Section 9.2 and/or Section 9.3 at 7.03, until the end expiration of the Test Period 15th day after the date on which financial statements are required to be delivered with respect to the applicable to such covenantfiscal quarter hereunder, Borrowers the Borrower shall have the limited right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Borrower, and, in each case, to apply the amount of the 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 on under Section 7.03 for such period, (c) the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 Right shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior to the date which is exercised more than five (5) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; 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) any prepayment made under this Section 9.4 there shall be accompanied by no pro forma reduction in Indebtedness with the applicable portion proceeds of the Prepayment Premium 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 all accrued interest on the amount prepaid; (f) the such proceeds of any Covenant Cure Payment shall be applied to prepay the principal Loans in accordance with Section 2.05(c)(v). 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 Borrower is in compliance with the financial covenants set forth in Section 7.03, the Borrower 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 the applicable 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 result in any adjustment to any amounts other than the amount of the Term Loans; and (g) Administrative Borrower shall have delivered Consolidated EBITDA referred to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1immediately preceding sentence.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that Borrowers fail to satisfy the covenants set forth in comply with Section 9.2 and/or Section 9.3 at 6.2 as of the end of the Test Period applicable to such covenantany fiscal quarter, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(athe fifteenth (15th) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent after the end of the applicable Test Period and on or prior Business Day subsequent to the date which is five (5) Business Days following the date which a Compliance Certificate for such fiscal quarter is required to be delivered by Administrative Borrower for pursuant to Section 4.1 (the applicable Test Period (such period, a “Cure Period”); , Accuray shall have the right to issue equity interests (bother than Disqualified Equity Interests) Covenant for cash (the amount thereof, the “Cure Payments shall not be made in consecutive fiscal quarters; Amount” and the exercise of such right, the “Cure Right”); provided, (ci) [reserved]; (d) Covenant Cure Payments shall not be made no more than four (4) times Cure Rights may be exercised after the Closing Date; (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 Section 6.2 for the period then ended; and (iv) no Cure Amount shall exceed $5,000,000; provided further, that (x) Borrower Representative shall give Agent written notice of their intention to exercise the Cure Right prior to the eleventh (11th) Business Day subsequent to the date the Compliance Certificate for such fiscal quarter is required to be delivered (such Business Day, the “Cure Notice Deadline”) and (y) so long as Borrower Representative has given irrevocable written notice to Agent of its commitment to exercise the Cure Right prior to the Cure Notice Deadline, during the term remainder of this Agreement;the Cure Period thereafter, neither Agent nor Lenders shall exercise remedies in connection with such failure to comply with Section 6.2 as of the end of such fiscal quarter; provided, further, that Borrowers shall not be permitted to request any Revolving Loans during the Cure Period unless and until the Cure Amount has been received by Accuray. (eb) any prepayment made under this Section 9.4 shall be accompanied Upon the receipt by the applicable portion Accuray of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the cash proceeds of any Covenant equity issuance referred to in Section 10.11(a), EBITDA for the fiscal quarter as to which such Cure Payment Right is exercised (the “Cure Right Fiscal Quarter”) shall be applied deemed to have been increased by the Cure Amount in determining compliance with Section 6.2 for such Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; provided that no increase in EBITDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Agreement or any other Financing Documents. (c) If after giving effect to the principal amount recalculations set forth in Section 10.11(b) Borrowers shall then be in compliance with Section 6.2, Borrowers shall be deemed to have satisfied the requirements of such covenant as of the Term Loans; and (g) Administrative Borrower shall have delivered relevant date of determination with the same effect as though there had been no failure to Agent a revised Business Plan comply therewith at such date, and any Event of Default with respect to any such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, covenant that at had occurred shall be deemed cured for all times during such Cure Period purposes of this Agreement and the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1other Financing Documents.

Cure Right. In Notwithstanding anything to the contrary contained herein, in the event that Borrowers the Loan Parties fail to satisfy comply (x) with the covenants requirements of Section 6.5(a) for any fiscal quarter (the “Applicable Fiscal Quarter”), then until the tenth (10th) Business Day (the “FCCR Cure Notice Deadline”) after the earlier of (a) delivery of the Compliance Certificate for the Applicable Fiscal Quarter, or (b) the due date for delivery of the Compliance Certificate for the Applicable Fiscal Quarter as required by Section 9.7 or 9.8 hereof, or (y) with the requirements of Section 6.5(b) on any date of determination (the “Applicable Liquidity Shortfall Date”), then until the third (3rd) Business Day (the “Liquidity Cure Notice Deadline”) after the Liquidity Shortfall Date, any holder of Equity Interests of AmeriGas or any of its direct or indirect Parents shall have the right to make a contribution to its equity in the form of common equity for cash and contribute the cash proceeds therefrom to AmeriGas and/or AmeriGas shall have the right to issue, obtain or recognize a contribution to its equity in the form of common equity for cash (the “Cure Right”), and upon the receipt by AmeriGas of such cash proceeds (the “Cure Amount”), pursuant to the exercise of such Cure Right, the calculation of Fixed Charge Coverage Ratio as used in the financial covenant set forth in Section 9.2 and/or Section 9.3 at 6.5(a) or the end calculation of Liquidity shall, as applicable, be recalculated giving effect to the following pro forma adjustments so long as the cash proceeds of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event exercise of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be Right are received by Agent after the end of the applicable Test Period and on or prior to the date which is AmeriGas no later than five (5) Business Days following after the date which FCCR Cure Notice Deadline or Liquidity Cure Notice Deadline (as applicable, the “Anticipated Cure Deadline”) and remitted to Agent for application to the Obligations in accordance with the terms hereof (without any corresponding reduction to the Revolving Commitments or Maximum Revolving Advance Amount): (a) With respect to a Compliance Certificate is required failure to be delivered by Administrative Borrower comply with Section 6.5(a) for the Applicable Fiscal Quarter, EBITDA shall be increased, solely for the purpose of measuring the Fixed Charge Coverage Ratio set forth in Section 6.5(a) for the Applicable Fiscal Quarter (and the applicable Test Period (such period, a “Cure Period”); (bsubsequent periods which include the Applicable Fiscal Quarter) Covenant Cure Payments shall and not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made more than four (4) times during the term of this Agreement; (e) for any prepayment made other purpose under this Section 9.4 Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs), by an amount equal to the Cure Amount; provided that the receipt by AmeriGas of the Cure Amount pursuant to the Cure Right shall be accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of any Covenant Cure Payment shall be applied deemed to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required pursuant to Section 9.1.no other effect whatsoever under this 120 074658.00041/136182926v.3 074658.00041/152601366v.3 074658.00041/136182926v.6 074658.00041/136182926v.7 074658.00041/136182926v.10 074658.00041/150851455v.1 074658.00041/150851455v.4

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 Borrowers fail to satisfy Company may present the covenants set forth in Section 9.2 and/or Section 9.3 at the end holders of the Test Period applicable Notes with a reasonably feasible plan for the Company to offer or sell Equity Interests or raise Indebtedness of the Company or any of its subsidiaries (the “Cure Right”), the proceeds of which shall be deemed received immediately prior to such covenant, Borrowers shall have the limited right default and used immediately prior to cure such Event of default as specified in such plan to enable such Financial Covenant Default on the following terms and conditions to be cured within sixty (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a60) arising from Borrowers’ failure to comply Section 9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, a “Covenant Cure Payment”) shall be received by Agent calendar days after the end of the applicable Test Period 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 relevant date of determination and on or prior each subsequent fiscal quarter within such sixty (60) day period with the same effect as though there had been no failure to comply therewith at such date, and the applicable Financial Covenant Default that had occurred shall be deemed cured for each subsequent fiscal quarter for the purposes of this 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 date which is five contrary, (5i) Business Days following the date which a Compliance Certificate is required to be delivered by Administrative Borrower for the applicable Test Period (such period, a “Cure Period”); (b) Covenant Cure Payments shall not be made in consecutive fiscal quarters; (c) [reserved]; (d) Covenant Cure Payments shall not be made no more than four two (42) times Cure Rights may be exercised during the term of this Agreement; , and (eii) the Cure Right shall not be exercised in any prepayment made under two (2) consecutive fiscal quarters (which, for the avoidance of 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 after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section 9.4 shall be accompanied by the applicable portion 10.7(c), no holder of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds Notes shall accelerate its Notes or exercise any of any Covenant Cure Payment shall be applied to the principal amount of the Term Loans; and (g) Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Loan Parties will maintain Liquidity in excess of 110% of the minimum Liquidity required its rights or remedies pursuant to Section 9.112 solely on the basis of the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is sixty (60) calendar days after the expiration of the end of the applicable quarter or fiscal year to which such officer’s certificate relates.