Common use of Cure Right Clause in Contracts

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1, in the event that the Credit Parties fail to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant”) with respect to any Fiscal Quarter, after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1foregoing, in the event that the Credit Parties fail Borrower fails to comply with the covenant contained in requirements of Section 7.12 (the “Financial Performance Covenant”) with respect to 6.1 or Section 6.2 for any Fiscal Quarter, after the end of such Fiscal Quarter then until the expiration of the 10th tenth (10th) day subsequent to the date on which financial statements with respect to the Compliance Certificate calculating compliance for such Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c5.1(c), one or more investors the Borrower shall have the right to make a Specified Equity Contribution to Parent Borrower cure such failure (collectively, the “Cure Right”), and upon the receipt ) by Parent Borrower of cash (the “Cure Amount”a) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for in the purpose event of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal failure to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance comply with the requirements of Section 6.1, making a prepayment of the Financial Performance Covenant, the Credit Parties Loans in accordance with Section 2.10 in an amount necessary to reduce Consolidated Total Debt (which prepayment shall be deemed to have satisfied occurred on the last day of such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.1 as of the last day of such Fiscal Quarter, and (ii) in the event of a failure to comply with the requirements of the Financial Performance Covenant as Section 6.2, (x) making a prepayment of the relevant date of determination Loans in accordance with Section 2.10 in an amount necessary to increase Current Assets by increasing the same effect as though there had been no failure to comply therewith at such date, and no breach or default unused amount of the Financial Performance Covenant Aggregate Commitments (which prepayment shall have been be deemed to have occurred on the last day of such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.2 as of the last day of such Fiscal Quarter, (y) obtaining cash proceeds from an issuance of Capital Stock of the Borrower to increase Current Assets by increasing the amount of cash and cash equivalents of the Borrower (which receipt of cash proceeds shall be deemed to have occurred on the last day of such Fiscal Quarter), or (z) exercising any combination of the foregoing clauses (x) and (y) and (b) on the day the Borrower exercise the Cure Right, certifying to Administrative Agent and the Lenders in writing that the Cure Right has been exercised and providing an updated Compliance Certificate recalculating compliance with the covenants in Section 6.1 and Section 6.2 for purposes of this Agreementwhich the Cure Right was exercised. Notwithstanding anything herein to the contrary, (iA) there shall not be two consecutive Fiscal Quarters in which the Cure Right is exercised, (B) in each four consecutive four- Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, and (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iiiC) the Cure Right shall may not be exercised in more than four times Fiscal Quarters during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunderAgreement.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1, in the event that the Credit Parties fail to comply with the covenant contained in Section 7.12 7.10 (the “Financial Performance Covenant”) with respect to any Fiscal Quarterfiscal quarter, after the end of such Fiscal Quarter fiscal quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which the Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter fiscal quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant Covenants and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter fiscal quarter and any four Fiscal Quarter fiscal quarter period that contains such Fiscal Quarterfiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter fiscal quarter period there shall be at least two Fiscal Quarters fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant Covenants for purposes of increasing EBITDA as provided in clause subclause (a) of this Section 9.4), above) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause subclause (a) of this Section 9.4), above. During the period, the Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1, in In the event that the Credit Parties fail Borrower fails to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant”) with respect to any Fiscal Quarter, after the end of such Fiscal Quarter until the expiration one or both of the 10th day subsequent financial covenants set forth in this Section 7.1 for any fiscal quarter, subject to the date on which financial statements with respect to terms and conditions hereof, the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors Borrower shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), until the expiration of the tenth (10th) Business Day subsequent to the date the applicable financial statements are required to be delivered for such fiscal quarter, to obtain an equity contribution, in cash, in an aggregate amount equal to, but not in excess of, the amount necessary to cure the breach, Default or Event of Default in connection with the relevant financial covenant (the “Specified Equity Contribution”) if such Specified Equity Contribution constituted Consolidated EBITDA for purposes of determining compliance with such financial covenants, and upon the receipt by Parent the Borrower of the cash (proceeds thereof, the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), covenants shall then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): adjustments: (i) Consolidated EBITDA shall be increased, solely deemed to be increased for the purpose of measuring applicable fiscal quarter and for the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, subsequent three consecutive fiscal quarters by an amount equal to the Cure Amount Specified Equity Contribution and paid over to the Administrative Agent for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarterapplication to the Obligations in accordance with Section 2.11; and (ii) the mandatory prepayment of the Obligations made with respect to such Specified Equity Contribution shall not serve as: (A) a reduction or increase to Excess Cash Flow or (B) a reduction to Indebtedness for purposes of calculating the Consolidated Senior Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio for the applicable fiscal quarter and the subsequent three consecutive fiscal quarters; (iii) if, after giving effect to the foregoing recalculations, the Credit Parties Borrower shall then be in compliance with the requirements of the Financial Performance Covenantall financial covenants in this Section 7.1, the Credit Parties Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant been in compliance with such 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 no breach the applicable breach, Default or default Event of the Financial Performance Covenant Default in connection with such financial covenants that had occurred shall have been be deemed not to have occurred for purposes this purpose of this Agreement; and (iv) the deemed increase in Consolidated EBITDA pursuant to clause (i) above shall be for the sole purpose of measuring the financial covenants and not for any other purpose under this Agreement including determining availability under any covenant basket or determining any ability to consummate any Permitted Acquisition. In the event that: (i) no Default or Event of Default exists other than that arising due to failure of the Borrower to comply with the financial covenants set forth in this Section 7.1, and (ii) the Borrower shall have delivered to Administrative Agent written notice of its intention to exercise the Cure Right (which notice shall be delivered no earlier than fifteen (15) days prior to, and no later than the fifth (5th) day subsequent to, the date the applicable financial statements are required to be delivered for the applicable fiscal quarter hereunder), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause the Borrower to be in compliance with the financial covenants as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of: (x) the tenth (10th) Business Day subsequent to the date the applicable financial statements are required to be delivered and (y) the date, if any, on which the Borrower notifies the Administrative Agent in writing that such Cure Right shall not be exercised (such period referred to herein as the “Financial Covenant Standstill Period”), then neither Administrative Agent nor any Lender shall exercise any remedies set forth in Section 8, exercise any rights with respect to the Collateral or exercise any other remedies available to such parties under the Loan Documents or otherwise during such period; provided that (A) there shall be no limitation upon the ability of Administrative Agent or the Lenders to exercise remedies if a Default or Event of Default other than one arising by reason of the breach of the financial covenants has occurred and is continuing during the Financial Covenant Standstill Period and (B) during the Financial Covenant Standstill Period, the Borrower shall not be permitted to borrow Loans hereunder or otherwise take actions hereunder that may only be taken when no Default or Event of Default then exists. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there no event shall the Borrower be at least two Fiscal Quarters in which permitted to exercise the Cure Right is not exercisedhereunder (x) more than two (2) times in any four consecutive fiscal quarters, (iiy) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenantin any two (2) consecutive fiscal quarters, or (iiiz) the Cure Right shall not be exercised more than four (4) times in the aggregate during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunderAgreement.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.111, in the event that the Credit Parties fail Borrower fails to comply with the covenant covenants contained in Section 7.12 10.02(a) through (e) (such covenants for such applicable periods being the “Specified Financial Performance CovenantCovenants”) with respect to any Fiscal Quarter, after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors Borrower shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to make a Specified issue additional shares of Equity Contribution Interests in exchange for cash (the “Equity Cure Right”), or (ii) to Parent Borrower borrow Permitted Subordinated Debt (collectivelythe “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”), and upon in an amount equal to (x) two (2) multiplied by (y) the receipt by Parent Borrower of cash Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Amount”) ). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise by one or more investors of such Cure Right (and so long as Right, such Cure Amount is actually received by Parent shall be deemed to constitute Revenue of Borrower no later than 10 days after for purposes of the date on which financial statements with respect to Specified Financial Covenants and the Fiscal Quarter for which the Specified Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant Covenants shall be recalculated giving effect to for all purposes under the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) ifLoan Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Credit Parties Borrower shall then be in compliance with the requirements of the Specified Financial Performance CovenantCovenants, the Credit Parties Borrower shall be deemed to have satisfied the requirements of the Specified Financial Performance Covenant 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 no the applicable breach or default of the Specified Financial Performance Covenant shall have been deemed to have occurred for purposes Covenants that had occurred, the related Default and Event of this Agreement. Notwithstanding anything herein to the contraryDefault, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which deemed cured without any further action of Borrower or Lenders for all purposes under the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunderLoan Documents.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.111, in the event that the Credit Parties fail Borrower fails to comply with the covenant covenants contained in Section 7.12 10.02(b) through (f) (such covenants for such applicable periods being the “Specified Financial Performance CovenantCovenants”), Borrower shall have the right within 90 (ninety) with respect to any Fiscal Quarter, days after the end of such Fiscal Quarter until the expiration respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c“Equity Cure Right”), one or more investors shall have or (ii) to borrow Permitted Cure Debt (the right to make a Specified “Subordinated Debt Cure Right” and, collectively with the Equity Contribution to Parent Borrower (collectivelyCure Right, the “Cure Right”), and upon in an amount equal to (x) two (2) multiplied by (y) the receipt by Parent Borrower of cash Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Amount”) ). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise by one or more investors of such Cure Right (and so long as Right, such Cure Amount is actually received by Parent shall be deemed to constitute Revenue of Borrower no later than 10 days after for purposes of the date on which financial statements with respect to Specified Financial Covenants and the Fiscal Quarter for which the Specified Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant Covenants shall be recalculated giving effect to for all purposes under the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) ifLoan Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Credit Parties Borrower shall then be in compliance with the requirements of the Specified Financial Performance CovenantCovenants, the Credit Parties Borrower shall be deemed to have satisfied the requirements of the Specified Financial Performance Covenant 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 no the applicable breach or default of the Specified Financial Performance Covenant Covenants that had occurred, the related Default and Event of Default, shall have been 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 Cure Right with respect to Section 10.02(b) through (f) (the “Notice of Intent to Cure”), then, so long as no other Event of Default then exists, 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(b) through (f) in respect of such calendar year; provided that if Borrower fails to raise the Cure Amount prior to the 90th day subsequent to the calendar year to which 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 for purposes as of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there day following the last day of such calendar year and the Post-Default Rate shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% deemed to have been implemented as of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereundersuch date.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.110.1, in the event that the Credit Loan Parties fail to comply with the covenant contained in Section 7.12 9.3 (the “Financial Performance Covenant”) with respect to any Fiscal Quarterfiscal quarter, after the end of such Fiscal Quarter fiscal quarter until the expiration of the 10th day 15 Business Days subsequent to the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b9.1.1(a) or (cb), one or more investors any Specified Holder shall have the right to make a Specified Equity Contribution to Parent Borrower Holdings (collectively, the “Cure Right”), and upon the receipt by Parent the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of cash the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by one or more investors a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by Parent the Administrative Borrower no later than 10 days 15 Business Days after the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b9.1.1(a) or (b), ) and (c) upon notice from Parent the Administrative Borrower to Agent as to the Fiscal Quarter fiscal quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any pro forma or actual reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent the Administrative Borrower and its Restricted SubsidiariesSubsidiaries (including for purposes of determining the amount of Consolidated Total Debt), provided that, to the extent any portion of the Cure Amount is actually used to repay Indebtedness, such repayment and the effects thereof shall be regarded for all purposes of this Agreement in any quarter following the quarter in which such Cure Right was exercised): (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 10.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter fiscal quarter and any four Fiscal Quarter fiscal quarter period that contains such Fiscal Quarterfiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Loan Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no any applicable breach or default of the Financial Performance Covenant that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. . (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter fiscal quarter period there shall be at least two Fiscal Quarters fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four five times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing Consolidated EBITDA as provided in clause (a) of this Section 9.4above) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA to the extent provided in clause (a) of this Section 9.4above. During the period, Borrowers elect to Neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolver Commitments and none of Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 10.1, the other Loan Documents or Applicable Law prior to the 15th Business Day after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b) solely on the basis of an Event of Default having occurred and being continuing due to a breach of the Financial Performance Covenant (except to the extent that the Administrative Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution). For the avoidance of doubt, from the time that the Loan Parties fail to comply with the Financial Performance Covenant until the time of the exercise of the Cure rightRight and the receipt by the Administrative Borrower of the Cure Amount, Lender the Borrowers shall not be under no obligation able to make borrow any Loans hereunder or advances request the issuance, extension or renewal of any Letter of Credit hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.111.1, in the event that the Credit Loan Parties fail to comply with either of the covenant covenants contained in Section 7.12 10.3 (the “Financial Performance CovenantCovenants”) with respect to any Fiscal Quartercalendar month, after the end of such Fiscal Quarter calendar month until the expiration of the 10th day 15 Business Days subsequent to the date on which financial statements with respect to the Fiscal Quarter calendar month for which Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b10.1.1(a) or (cb), one or more investors any Specified Holder shall have the right to make a Specified Equity Contribution to Parent Borrower Holdings (collectively, the “Cure Right”), and upon the receipt by Parent the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of cash the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by one or more investors a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by Parent the Administrative Borrower no later than 10 days 15 Business Days after the date on which financial statements with respect to the Fiscal Quarter calendar month for which the Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b10.1.1(a) or (b), ) and (c) upon notice from Parent the Administrative Borrower to the Agent as to the Fiscal Quarter calendar month with respect to which such Cure Amount is made), then the Financial Performance Covenant Covenants shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness in such calendar month made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent the Administrative Borrower and its Restricted SubsidiariesSubsidiaries (including for purposes of determining the amount of Consolidated Total Debt)): (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant Covenants and determining the existence of an Event of Default set forth in Section 9.1 11.1 resulting from a breach of the Financial Performance Covenant Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter calendar month and any four Fiscal Quarter twelve consecutive month period that contains such Fiscal Quartercalendar month; and (ii) if, after giving effect to the foregoing recalculations, the Credit Loan Parties shall then be in compliance with the requirements of the Financial Performance CovenantCovenants, the Credit Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant 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 no any applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.

Cure Right. (a) Notwithstanding anything Subject to the contrary contained limitations set forth in clauses (d) and (e) below, Borrower may cure (and shall be deemed to have cured) an Event of Default arising out of a breach of the financial covenant set forth in Section 9.1, in the event that the Credit Parties fail to comply with the covenant contained in Section 7.12 7 (the “Specified Financial Performance Covenant”) with respect to any Fiscal Quarter, if it receives the cash proceeds of an investment of Curative Equity on or before the date (the “Cure Expiration Date”) that is 10 Business Days after the end date that is the earlier to occur of such Fiscal Quarter until the expiration of the 10th day subsequent to (i) the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant Compliance Certificate is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to in respect of the Fiscal Quarter with respect to which any such Cure Amount is madebreach occurred (the “Specified Quarter”), then and (ii) the Financial Performance Covenant shall date on which the Compliance Certificate is required to be recalculated giving effect delivered to the following pro forma adjustments (but without regard Agent pursuant to any reduction Section 5.1 in Indebtedness made with all or any portion of such Cure Amount or any portion respect of the Cure Amount on Specified Quarter (such earlier date, the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased“Financial Statement Delivery Date”); provided, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of that Borrower’s right to so cure an Event of Default set forth (the “Cure Right”) shall be contingent on its timely delivery of such Compliance Certificate and financial statements for the Specified Quarter as required under Section 5.1. (b) [reserved] (c) Borrower shall promptly notify Agent of its receipt of any proceeds of Curative Equity (and shall apply the full amount of the Curative Equity received by Borrower to the payment of the Obligations in the manner specified in Section 9.1 resulting from a breach 2.4(e)(ii)). (d) Any investment of the Financial Performance Covenant Curative Equity shall be in immediately available funds and not for any other purpose under this Agreement, by shall be in an amount equal that is sufficient to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect cause Borrower to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements Specified Financial Covenant for the Specified Quarter, calculated for such purpose as if such amount of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements Curative Equity were additional EBITDA of the Financial Performance Covenant Parent 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 no breach or default of date (the Financial Performance Covenant shall have been deemed to have occurred for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the “Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunderAmount”).

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.111, in the event that the Credit Parties fail Borrower fails to comply with the covenant covenants contained in Section 7.12 10.02(b) through (f) (such covenants for such applicable periods being the “Specified Financial Performance CovenantCovenants”) with respect to any Fiscal Quarter, after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors Borrower shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to make a Specified issue additional shares of Equity Contribution Interests in exchange for cash (the “Equity Cure Right”), or (ii) to Parent Borrower borrow Permitted Subordinated Debt (collectivelythe “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 Minimum Required Revenue less Borrower’s annual Revenue (the “Primary Cure Amount”); provided however that, if Borrower completes an equity financing that raises at least $5,000,000 in net cash proceeds on or before sixty (60) days after the Closing Date (including within 30 days prior to the Closing Date), Borrower shall instead be able, at its option, exercise its Cure Right in an amount equal to the Minimum Required Revenue less Borrower’s annual Revenue (the “Secondary Cure Amount” and, collectively with the Primary Cure Amount, the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Parent Borrower of cash (the “Cure Amount”) Amount pursuant to the exercise by one or more investors of such Cure Right (and so long as Right, such Cure Amount is actually received by Parent shall be deemed to constitute Revenue of Borrower no later than 10 days after for purposes of the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(bSpecified CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Financial Covenants and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Specified Financial Performance Covenant Covenants shall be recalculated giving effect to for all purposes under the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) ifLoan Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Credit Parties Borrower shall then be in compliance with the requirements of the Specified Financial Performance CovenantCovenants, the Credit Parties Borrower shall be deemed to have satisfied the requirements of the Specified Financial Performance Covenant 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 no the applicable breach or default of the Specified Financial Performance Covenant shall have been deemed to have occurred for purposes Covenants that had occurred, the related Default and Event of this Agreement. Notwithstanding anything herein to the contraryDefault, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which deemed cured without any further action of Borrower or Lenders for all purposes under the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunderLoan Documents.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.110.1, in the event that the Credit Loan Parties fail to comply with the covenant contained in Section 7.12 9.3 (the “Financial Performance Covenant”) with respect to any Fiscal Quarterfiscal quarter, after the end of such Fiscal Quarter fiscal quarter until the expiration of the 10th day 15 Business Days subsequent to the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b9.1.1(a) or (cb), one or more investors any Specified Holder shall have the right to make a Specified Equity Contribution to Parent Borrower Holdings (collectively, the “Cure Right”), and upon the receipt by Parent the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of cash the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by one or more investors a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by Parent the Administrative Borrower no later than 10 days 15 Business Days after the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b9.1.1(a) or (b), ) and (c) upon notice from Parent the Administrative Borrower to Agent as to the Fiscal Quarter fiscal quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any pro forma or actual reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent the Administrative Borrower and its Restricted SubsidiariesSubsidiaries (including for purposes of determining the amount of Consolidated Total Debt), provided that, to the extent any portion of the Cure Amount is actually used to repay Indebtedness, such repayment and the effects thereof shall be regarded for all purposes of this Agreement in any quarter following the quarter in which such Cure Right was exercised): (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 10.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter fiscal quarter and any four Fiscal Quarter fiscal quarter period that contains such Fiscal Quarterfiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Loan Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no any applicable breach or default of the Financial Performance Covenant that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.18.01(b), in the event that the Credit Parties fail Borrower fails to comply with the covenant contained requirement of the Recurring Revenue Financial Covenant set forth in Section 7.12 (7.11(a) as of the “Financial Performance Covenant”) last day of the Test Period, any of the Permitted Holders or any other investor shall have the right, during the period beginning on the date on which the financial statements are required to be delivered pursuant to Section 6.01 with respect to any the fiscal quarter in which the breach of such Recurring Revenue Financial Covenant occurs (a “Specified Fiscal Quarter”), after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to fifteenth (15th) Business Day following such due date for such financial statements (the “Cure Period”) after the date on which financial statements with respect to the Specified Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c)6.01, one or more investors shall have the right to make a Specified direct or indirect equity investment in the Borrower in cash in the form of common Equity Contribution Interests (or other Qualified Equity Interests reasonably acceptable to Parent Borrower the Administrative Agent) (collectively, the “Cure Right”), and upon the receipt by Parent the Borrower of net cash proceeds pursuant to the exercise of the Cure Right (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Recurring Revenue Financial Performance Covenant shall be recalculated recalculated, giving effect to the following a pro forma adjustments (but without regard increase to any reduction LQA Recurring Revenue for the Specified Fiscal Quarter in Indebtedness made with all or any portion of an amount equal to such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA Amount; provided, that, such pro forma adjustment to LQA Recurring Revenue shall be increased, given solely for the purpose of measuring the Financial Performance Covenant and determining the existence of a Default or an Event of Default set forth in Section 9.1 resulting from a breach of under the Recurring Revenue Financial Performance Covenant with respect to such Specified Fiscal Quarter and not for any other purpose under this Agreementany Loan Document (including for purposes of determining any baskets or other ratios or calculations, by an pricing, mandatory prepayments and the availability or amount equal permitted pursuant to any covenant under Article VII). (b) If, after the exercise of the Cure Amount for such Fiscal Quarter Right and any four Fiscal Quarter period that contains such Fiscal Quarter; and the recalculations pursuant to clause (iia) if, after giving effect to the foregoing recalculationsabove, the Credit Parties Borrower shall then be in compliance with the requirements of the Recurring Revenue Financial Performance CovenantCovenant during such Test Period (including for purposes of Section 4.02), the Credit Parties Borrower shall be deemed to have satisfied the requirements of the Recurring Revenue Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Default or Event of Default under Section 8.01 that had occurred shall be deemed cured and for all purposes under this Agreement and the other Loan Documents shall be treated as not having occurred; provided, that, (i) the Cure Right may be exercised on no breach or default more than five (5) occasions during the term of this Agreement, (ii) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Cure Right is exercised, (iii) with respect to any exercise of the Cure Right, the Cure Amount shall not be given effect in an amount greater than the amount required to cause the Borrower to be in compliance with the Recurring Revenue Financial Performance Covenant shall have been deemed to have occurred (such amount, the “Necessary Cure Amount”) and (iv) the proceeds from the Cure Right may not reduce the amount of Consolidated Total Debt for purposes of this Agreement. calculating compliance with the Recurring Revenue Financial Covenant for the fiscal quarter with respect to such Cure Right was made. (c) Notwithstanding anything herein to the contrary, prior to the expiration of the Cure Period (ix) in each four consecutive the Lenders shall not be permitted to exercise any rights then available as a result of an Event of Default under Section 8.01(b) on the basis of a breach of the Recurring Revenue Financial Covenant so as to enable the Borrower to consummate their Cure Rights as permitted under this Section 8.05 unless the Borrower notifies the Administrative Agent that no Cure Amount will be made with respect to the Specified Fiscal Quarter period there shall be at least two Fiscal Quarters in which Quarter; provided that, until the Cure Right is exercised pursuant to this Section 8.05, such Event of Default shall be deemed to be continuing for purposes of testing whether the conditions to using any basket that is subject to the absence of Defaults or Events of Default are satisfied and (y) the Revolving Credit Lenders shall not exercised, (ii) be required to make any Credit Extension unless and until the Borrower has received the Cure Amount shall required to cause the Borrower to be no greater than 100% of the amount required for purposes of complying in compliance with the Recurring Revenue Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1foregoing, in the event that the Credit Parties fail Borrower fails to comply with the covenant contained in requirements of Section 7.12 (the “Financial Performance Covenant”) with respect to 6.1 or Section 6.2 for any Fiscal Quarter, after the end of such Fiscal Quarter then until the expiration of the 10th tenth (10th) day subsequent to the date on which financial statements with respect to the Compliance Certificate calculating compliance for such Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c5.1(c), one or more investors the Borrower shall have the right to make a Specified Equity Contribution to Parent Borrower cure such failure (collectively, the “Cure Right”), and upon the receipt ) by Parent Borrower of cash (the “Cure Amount”a) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for in the purpose event of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal failure to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance comply with the requirements of Section 6.1, making a prepayment of the Financial Performance Covenant, the Credit Parties Loans in accordance with Section 2.10 in an amount necessary to reduce Consolidated Total Debt (which prepayment shall be deemed to have satisfied occurred on the last day of such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.1 as of the last day of such Fiscal Quarter, and (ii) in the event of a failure to comply with the requirements of the Financial Performance Covenant as Section 6.2, (x) making a prepayment of the relevant date of determination Loans in accordance with Section 2.10 in an amount necessary to increase Current Assets by increasing the same effect as though there had been no failure to comply therewith at such date, and no breach or default unused amount of the Financial Performance Covenant Aggregate Commitments (which prepayment shall have been be deemed to have occurred on the last day of such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.2 as of the last day of such Fiscal Quarter, (y) obtaining cash proceeds from an issuance of Capital Stock of the Borrower to increase Current Assets by increasing the amount of cash and cash equivalents of the Borrower (which receipt of cash proceeds shall be deemed to have occurred on the last day of such Fiscal Quarter), or (z) exercising any combination of the foregoing clauses (x) and (y) and (b) on the day the Borrower exercise the Cure Right, certifying to Administrative Agent and the Lenders in writing that the Cure Right has been exercised and providing an updated Compliance Certificate recalculating compliance with the covenants in Section 6.1 and Section 6.2 for purposes of this Agreementwhich the Cure Right was exercised. Notwithstanding anything herein to the contrary, (iA) there shall not be two consecutive Fiscal Quarters in which the Cure Right is exercised, (B) in each four consecutive four-Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, and (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iiiC) the Cure Right shall may not be exercised in more than four times Fiscal Quarters during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunderAgreement.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.16.01, in the event that the Credit Parties fail Company fails to comply with the requirements of any financial covenant contained set forth in Section 7.12 5.07, the Company shall have the right (the “Financial Performance CovenantCure Right”) with respect to arrange for a cash equity contribution by Parent or any Fiscal Quarterother Permitted Holder (the “Specified Equity Contribution”) in the form of Qualified Capital Stock (or if not Qualified Capital Stock, after in a form reasonably acceptable to the end Administrative Agent) issued by the Company to Parent or such Permitted Holder, the proceeds of such Fiscal Quarter until which shall be contributed to the expiration equity capital of the 10th Company on or prior to the day subsequent to that is fifteen (15) Business Days after the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b5.01(a) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash 5.01(b) for any fiscal quarter (the “Cure AmountPeriod”). The Company shall give written notice (the “Cure Notice”) pursuant to the Administrative Agent of its exercise by one or more investors of such the Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b5.01(a) or 5.01(b), and upon such exercise, the proceeds of the Specified Equity Contribution shall be included in the calculation of Consolidated Total Capitalization and/or Adjusted Consolidated Net Worth for the purposes of determining compliance with the covenants in Section 5.07 at the end of such fiscal quarter and any subsequent periods that include such fiscal quarter; provided that (a) there shall be no more than two (2) quarters in each four (4) consecutive fiscal quarter period in respect of which a Specified Equity Contribution is made, (b) no more than five (5) Specified Equity Contributions shall be made during the term of this Agreement, (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant amount of any Specified Equity Contribution shall be recalculated giving effect no more than the amount required to cause the following pro forma adjustments (but without regard Company to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenantcovenants in Section 5.07 on a pro forma basis, the Credit Parties (d) all Specified Equity Contributions shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred disregarded for purposes of any financial ratio determination under this Agreement. Notwithstanding anything herein Agreement other than for purposes of determining compliance with the covenants in Section 5.07 and (e) to the contraryextent the Specified Equity Contribution is applied to prepay Debt, there shall be no reduction in Debt with the proceeds of such Specified Equity Contribution for determining compliance with the covenants in Section 5.07 for the fiscal quarter for which such Specified Equity Contribution was made. (b) Upon delivery by the Company to the Administrative Agent of a Cure Notice prior to the last day of the Cure Period, (i) any applicable Event of Default with respect to the covenants in each four consecutive Fiscal Quarter period there Section 5.07 shall be at least two Fiscal Quarters in which deemed retroactively not to have occurred until the expiration of the Cure Right is not exercised, Period and (ii) neither the Cure Amount Administrative Agent nor any Bank shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating exercise any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) rights or any available basket or thresholds remedies under this Agreement (or any rights and shall not result remedies under any other Credit Document that are available during the continuance of an Event of Default) on the basis of any failure to comply with the covenants in any adjustment to any amounts or calculations other than Section 5.07 until the amount expiration of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunderPeriod.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1, in the event that the Credit Parties fail If an Event of Default arises under Subparagraph 6.01(k) from Borrower’s failure to comply with the covenant contained in Section 7.12 Paragraph 5.03 of this Agreement (the “Financial Performance CovenantCovenants”), then within ten (10) with respect to any Fiscal Quarter, Business Days after the end earlier of (A) Borrower becoming aware that such Event of Default exists and (B) the Agent notifying Borrower of the occurrence of such Fiscal Quarter until the expiration Event of the 10th day subsequent Default, Par Petroleum or its Affiliates may make cash capital contributions to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, collectively the “Cure Right”), and upon the receipt by Parent Borrower of such cash (the “Specified Equity Contribution” and the amount of such Specified Equity Contribution, the “Cure Amount”) pursuant to the exercise by one Par Petroleum or more investors its Affiliates of such Cure Right (and so long as such Right, Borrower shall immediately use the Cure Amount to repay any outstanding Term Loans. The Cure Amount must be in an amount sufficient to satisfy all covenants prescribed in Paragraph 5.03 for the period being measured, and is actually received by Parent Borrower no later than 10 days after to be the date on which financial statements with respect greater of the following: (i) for any default of the Leverage Ratio, the Cure Amount shall be sufficient to reduce the Fiscal Quarter Funded Debt component of the Leverage Ratio to a level sufficient to satisfy the Maximum Leverage Ratio as required pursuant to Subparagraph 5.03(a); (ii) for which any default of the Financial Performance Covenant is being measured are Fixed Charge Coverage Ratio, the Cure Amount shall be the amount of principal reduction required to be delivered satisfy the Minimum Fixed Charge Coverage Ratio as prescribed in Subparagraph 5.03(b) times the years remaining in a twelve (12) year amortization period of the Term Loan commencing on the Closing Date. Thereafter, the regularly scheduled quarterly principal payments on the Term Loan pursuant to Section 5.1(bSubparagraph 2.03(g) will be reduced by the amount equal to: (A) the amount of the Cure Amount under this clause (ii), and (cB) upon notice from Parent Borrower to Agent as to divided by the Fiscal Quarter with respect to number of calendar quarters then remaining in an assumed amortization period of twelve (12) years which such commenced on the Closing Date (the “Revised Principal Payment”); and (iii) for any default of the Tangible Net Worth covenant, the Cure Amount is madeshall be the amount sufficient to reduce Total Liabilities to a level sufficient to satisfy the minimum Tangible Net Worth as required pursuant to Subparagraph 5.03(c). (b) After the payment of any Cure Amount in accordance with Subparagraph 6.02(a), then the applicable Financial Performance Covenant Covenant(s) shall be recalculated giving effect to the following pro forma relevant adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreementclauses (i), by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after and/or (iii) of Subparagraph 6.02(a). (c) After giving effect to the foregoing recalculationsrecalculations and Specified Equity Contribution, Borrower shall deliver to Agent a Compliance Certificate reflecting the Credit Parties shall then be in compliance with the requirements revised calculations of the Financial Performance CovenantCovenants for the applicable period, certifying as to the Credit Parties Cure Amount and the date that the specified Equity Contribution was received and then Borrower shall be deemed to have satisfied the requirements of complied with the Financial Performance Covenant Covenants as of to the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no the applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. Notwithstanding anything herein to the contrary, . (id) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect The ability to exercise the Cure rightRight above will be limited to one (1) occurrence during any twenty-four (24) month period. (e) If the Cure Amount is received to satisfy a Fixed Charge Coverage Ratio Default, Lender the Revised Principal Payment shall be under no obligation to make any Loans or advances hereunderused for future covenant compliance purposes.

Cure Right. (a) Notwithstanding anything The cash proceeds of a sale of, or contribution to, common equity of the Borrower during any fiscal quarter or following the last day of such fiscal quarter and on or prior to the contrary contained in Section 9.1, in the event day that the Credit Parties fail to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant”) with respect to any Fiscal Quarter, is 15 Business Days after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(bfor such fiscal quarter (or, in the case of the Minimum Liquidity Requirement, the day that is 15 Business Days after the relevant breach) or will, at the request of the Borrower, be included in (cx) the amount of unrestricted cash and Cash Equivalents for purposes of determining compliance with the Minimum Liquidity Requirement and/or (y) the calculation of Consolidated EBITDA for purposes of determining compliance with any other Financial Covenant as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four (4) consecutive fiscal quarter period, there shall be no more than one or more investors shall have the right to make (1) fiscal quarter in which a Specified Equity Contribution to Parent Borrower is made, (collectivelyb) no more than three (3) Specified Equity Contributions may be made in the aggregate, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to amount of any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Borrower to be in compliance with each applicable Financial Covenant, (d) any pro forma adjustment to Consolidated EBITDA resulting from any Specified Equity Contribution shall be counted as Consolidated EBITDA solely for purposes of complying determining compliance with the applicable Financial Performance CovenantCovenants and except as set forth in clause (e) below, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement included for any other purpose and (ive) there shall be no pro forma or other reduction of indebtedness (whether through nettling, prepayment or otherwise) with the proceeds of any Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios determining compliance with the Leverage Ratio Financial Covenant for the fiscal quarter in respect of which such Specified Equity Contribution was made (other than as applicable than, with respect to any future period, with respect to any portion of such Specified Equity Contribution that is actually applied to repay any indebtedness). Upon the Financial Performance Covenant for purposes Administrative Agent’s receipt of increasing EBITDA as provided in clause (a) of a written notice from the Borrower that the Borrower intends to exercise its rights pursuant to this Section 9.4) 7.10(d), until the end of the period during which such right can be exercised in accordance with this Section 7.10(d), neither the Administrative Agent nor any Lender shall exercise any right to accelerate the Loans or exercise any other right of foreclosure or take the possession of collateral or any available basket other right or thresholds remedy under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount Loan Documents solely on the basis of the EBITDA relevant failure to the extent provided in clause (a) of comply with this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder7.10.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.111.1, in the event that the Credit Loan Parties fail to comply with either of the covenant covenants contained in Section 7.12 10.3 (the “Financial Performance CovenantCovenants”) with respect to any Fiscal Quarterfiscal quarter, after the end of such Fiscal Quarter fiscal quarter until the expiration of the 10th day 15 Business Days subsequent to the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b10.1.1(a) or (cb), one or more investors any Specified Holder shall have the right to make a Specified Equity Contribution to Parent Borrower Holdings (collectively, the “Cure Right”), and upon the receipt by Parent the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of cash the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by one or more investors a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by Parent the Administrative Borrower no later than 10 days 15 Business Days after the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which the Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b10.1.1(a) or (b), ) and (c) upon notice from Parent the Administrative Borrower to the Agent as to the Fiscal Quarter fiscal quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant Covenants shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent the Administrative Borrower and its Restricted SubsidiariesSubsidiaries (including for purposes of determining the amount of Consolidated Total Debt)): (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant Covenants and determining the existence of an Event of Default set forth in Section 9.1 11.1 resulting from a breach of the Financial Performance Covenant Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter fiscal quarter and any four Fiscal Quarter fiscal quarter period that contains such Fiscal Quarterfiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Loan Parties shall then be in compliance with the requirements of the Financial Performance CovenantCovenants, the Credit Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant 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 no any applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1, in In the event that the Credit Parties Borrowers fail to comply with the covenant contained requirements of the financial covenants set forth in Section 7.12 (the “Financial Performance Covenant”) with respect to any Fiscal Quarter10.3.1, after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(bfifth (5th) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days Business Day after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which the applicable Fiscal Month hereunder, NCM (or its direct or indirect parent company) shall have the right to cure such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect default by delivering to the following pro forma adjustments (but without regard Agent irrevocable notice of its intent to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of cure no later than the Cure Amount date on which the balance sheet of Parent Borrower financial statements and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount Compliance Certificate for such Fiscal Quarter Month are required to be delivered hereunder (the “Cure Notice”) and thereafter to issue Permitted Cure Equity for cash to Persons other than the Obligors or otherwise receive cash contributions to the capital of NCM Inc. (or its direct or indirect parent company) from its Persons other than the Obligors, and, in each case, to contribute any four such cash to the capital of a Borrower, and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable Fiscal Quarter Month (the “Cure Right”) and for each subsequent period that contains such Fiscal QuarterMonth; and provided that (iia) ifsuch proceeds are actually received by a Borrower no later than five (5) Business Days after the date on which financial statements are required to be delivered with respect to such Fiscal Month hereunder (the “Cure Deadline”), (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 10.3.1 for such period (the “Cure Amount”), (c) the Cure Right shall not be exercised more than four (4) times during the term of this Agreement, the Cure Right shall not be exercised in any two (2) consecutive Fiscal Months during any twelve (12) consecutive Fiscal Months and (d) the Cure Amount will be applied to repay the Obligations substantially concurrently upon receipt by a Borrower thereof. If, after giving effect to the foregoing recalculationsforegoing, the Credit Parties shall then be Borrowers are in compliance with the requirements of the Financial Performance Covenantfinancial covenants set forth in Section 10.3.1, the Credit Parties Borrowers shall be deemed to have satisfied the requirements of the Financial Performance Covenant such Section 10.3.1 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at on such date, and no the applicable breach or default of the Financial Performance Covenant such Section 10.3.1 that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) Agreement in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is case without further action required. The parties hereby acknowledge that this Section may not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and 10.3.1and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA referred to in the immediately preceding sentence. If ▇▇▇▇▇▇▇▇ has delivered a Cure Notice, then until the earlier of the expiration of the Cure Deadline and the date on which Agent learns that NCM Inc. does not intend to issue the Permitted Cure Equity, unless necessary to prevent fraud, material impairment of the rights of Administrative Agent or Lenders or the tolling of an applicable statute of limitations the Lenders and Agent shall refrain from exercising any rights or remedies solely with respect to such Event of Default that may be cured; provided that so long as such Event of Default shall continue to exist, no credit extensions (including the borrowing of any Revolving Loan or issuance of any Letter of Credit) to the extent provided in clause (a) of Borrowers under this Section 9.4. During the period, Borrowers elect to exercise Agreement shall be permitted until the Cure right, Lender Right has been exercised or such Default or Event of Default has otherwise been waived. The Cure Amount shall be under no obligation to make any Loans or advances hereunderdisregarded for all purposes of the Loan Documents (including, without limitation, in determining whether the Payment Conditions are satisfied) other than the testing of the financial covenant in Section 10.3.1.

Cure Right. (a) 1. Notwithstanding anything to the contrary contained in Section 9.1this Agreement, in the event that the Credit Parties Borrowers fail to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant”) with respect to any Fiscal Quarter, after 6.2 as of the end of such Fiscal Quarter any fiscal quarter, until the expiration of the 10th day fifteenth (15th) Business Day subsequent to the date on which financial statements with respect to the Fiscal Quarter Compliance Certificate for which Financial Performance Covenant such fiscal quarter is being measured are required to be delivered pursuant to Section 5.1(b) or 4.1 (cthe “Cure Period”), one or more investors Accuray shall have the right to make a Specified issue equity interests (other than Disqualified Equity Contribution to Parent Borrower Interests) for cash (collectivelythe amount thereof, the “Cure Amount” and the exercise of such right, the “Cure Right”); provided, (i) no more than four (4) 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 upon (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 remainder of 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. 2. Upon the receipt by Parent Borrower Accuray of the cash proceeds of any equity issuance referred to in Section 10.11(a), EBITDA for the fiscal quarter as to which such Cure Right is exercised (the “Cure AmountRight Fiscal Quarter”) pursuant shall be deemed to have been increased by the exercise by one or more investors of Cure Amount in determining compliance with Section 6.2 for such Cure Right (Fiscal Quarter and so long as for any subsequent period that includes such Cure Amount is actually received by Parent Borrower Right Fiscal Quarter; provided that no later than 10 days after increase in EBITDA on account of the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such exercise of any Cure Amount is made), then the Financial Performance Covenant Right shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not applicable for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and Agreement or any four Fiscal Quarter period that contains such Fiscal Quarter; andother Financing Documents. (ii) if, 3. If after giving effect to the foregoing recalculations, the Credit Parties recalculations set forth in Section 10.11(b) Borrowers shall then be in compliance with the requirements of the Financial Performance CovenantSection 6.2, the Credit Parties Borrowers shall be deemed to have satisfied the requirements of the Financial Performance Covenant such 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 no breach or default any Event of the Financial Performance Covenant shall have been deemed Default with respect to have any such covenant that had occurred for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required deemed cured for all purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunderFinancing Documents.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1, in In the event that the Credit Parties fail an Event of Default arises from Borrower’s failure to comply with the covenant contained in Section 7.12 Paragraph 5.03 of this Agreement (the “Financial Performance CovenantCovenants”), then within ten (10) with respect to any Fiscal Quarter, Business Days after the end earlier of (A) Borrower becoming aware that such Event of Default exists and (B) the Agent notifying Borrower of the occurrence of such Fiscal Quarter until the expiration Event of the 10th day subsequent Default, Holdings or its Affiliates may make cash capital contributions to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, collectively the “Cure Right”), and upon the receipt by Parent Borrower of such cash (the “Specified Equity Contribution” and the amount of such Specified Equity Contribution, the “Cure Amount”) pursuant to the exercise by one Holdings or more investors its Affiliates of such Cure Right (and so long as such Right, Borrower shall immediately use the Cure Amount to repay any outstanding Term Loans. The Cure Amount must be in an amount sufficient to satisfy all covenants prescribed in Paragraph 5.03 for the period being measured, and is actually received by Parent Borrower no later than 10 days after to be the date on which financial statements with respect greater of the following: (i) for any default of the Leverage Ratio, the Cure Amount shall be sufficient to reduce the Fiscal Quarter Funded Debt component of the Leverage Ratio to a level sufficient to satisfy the Maximum Leverage Ratio as required pursuant to Paragraph 5.03(a); and (ii) for which any default of the Financial Performance Covenant is being measured are Fixed Charge Coverage Ratio, the Cure Amount shall be the amount of principal reduction required to be delivered satisfy the Minimum Fixed Charge Coverage Ratio as prescribed in Paragraph 5.03(b) times the years remaining in the ten (10) year amortization period of the Term Loan. Thereafter, the regularly scheduled quarterly principal payments on the Term Loan pursuant to Section 5.1(bParagraph 2.03(g) will be reduced by the amount of principal reduction required to satisfy the Minimum Fixed Charge Coverage Ratio divided by 4 (the “Revised Principal Payment”). (b) After the payment of any Cure Amount in accordance with Paragraph 6.02(a), and (cthe applicable Financial Covenant(s) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma relevant adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; andsubparagraphs 6.02(a)(i) and/or (ii). (iic) if, after After giving effect to the foregoing recalculationsrecalculations and Specified Equity Contribution, Borrower shall deliver to Agent a Compliance Certificate reflecting the Credit Parties shall then be in compliance with the requirements revised calculations of the Financial Performance CovenantCovenants for the applicable period, certifying as to the Credit Parties Cure Amount and the date that the specified Equity Contribution was received and then Borrower shall be deemed to have satisfied the requirements of complied with the Financial Performance Covenant Covenants as of to the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no the applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. Notwithstanding anything herein to the contrary, . (id) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect The ability to exercise the Cure rightRight above will be limited to one (1) occurrence during any twenty-four (24) month period. (e) If the Cure Amount is received to satisfy a Fixed Charge Coverage Ratio Default, Lender the Revised Principal Payment shall be under no obligation to make any Loans or advances hereunderused for future covenant compliance purposes.

Cure Right. (a) Notwithstanding anything any provision to the contrary contained set forth in Section 9.1Sections 6.5(a), (b), and 6.5(b(e)(i), in the event that the Credit Loan Parties fail to comply with the covenant contained in Section 7.12 requirements of Sections 6.5(a), (b), or 6.5(b(e)(i) as of the “Financial Performance Covenant”last day of any fiscal quarter, until the tenth (10th) with respect to any Fiscal Quarter, Business Day after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b9.8 for such fiscal quarter (such ten (10) or (cBusiness Day period, the “Cure Period”), one or more investors Parent shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”) the right to issue common Equity Interests (or other Equity Interests of the Borrower reasonably acceptable to Agent) for cash or otherwise receive direct equity contributions in cash (any such net cash proceeds of such issuance or contribution, excluding such net cash proceeds of such issuance or contribution of Disqualified Stock, a “Specified Equity Contribution”), and upon the receipt by Parent Borrower 50% of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant Specified Equity Contribution shall be recalculated giving effect to included in the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion calculation of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, and/or “Cash Flow less Financing & Acquisitions” solely for purposes of determining compliance with the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default Fixed Charge Coverage Ratio covenant set forth in Section 9.1 resulting from a breach 6.5(a) above and, the Leverage Ratio covenant set forth in Section 6.5(b) above, and/or the minimum cash flow covenant set forth in Section 6.5(e)(i) above as of the Financial Performance Covenant last day of such fiscal quarter and for applicable subsequent periods which include such fiscal quarter (such 50%, together with any Declined Proceeds relating to a Specified Equity Contribution, the “Curative Equity Component”); provided that: (i) the Curative Equity Component of any such Specified Equity Contribution shall be in an aggregate amount not in excess of the amount required to cause Loan Parties to be in pro forma compliance with Sections 6.5(a), (b) and/or 6.5(b(e)(i) above for any other purpose under this Agreementsuch fiscal quarter (for the avoidance of doubt, by if Loan Parties fail to comply with the requirements of both Sections 6.5(a) and 6.5(b) above, the Curative Equity Component of such Specified Equity Contribution shall be in an amount equal required to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect cause Loan Parties to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, both Sections 6.5(a) and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i6.5(b) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercisedabove), (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall may not be exercised more than two (2) times in any period of four (4) consecutive fiscal quarters, or more than five (5) times in during the term Term, (iii) there shall be no pro forma reduction in Indebtedness with the proceeds of this Agreement and any Specified Equity Contribution for purposes of determining compliance with the Leverage Ratio or Fixed Charge Coverage Ratio for any fiscal quarter in which such Specified Equity Contribution is included in the calculation of EBITDA, (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided that any Delayed Draw Term Loans are outstanding at such time, Loan Parties shall cause the net cash proceeds of Specified Equity Contributions to be remitted to Agent for application to the Obligations in clause (a) accordance with the provisions of this Section 9.4. During the period2.22(c); provided, Borrowers elect to exercise the Cure rightthat, Lender no such prepayment shall be under no obligation required (x) during any “Cash Dominion Period” to make any Loans or advances hereunder.the extent such proceeds are required to prepay the ABL Facility in accordance with its terms and

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.111.1, in the event that the Credit Loan Parties fail to comply with either of the covenant covenants contained in Section 7.12 10.3 (the “Financial Performance CovenantCovenants”) with respect to any Fiscal Quarterfiscal quarter, after the end of such Fiscal Quarter fiscal quarter until the expiration of the 10th day 15 Business Days subsequent to the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b10.1.1(a) or (cb)(i), one or more investors any Specified Holder shall have the right to make a Specified Equity Contribution to Parent Borrower Holdings (collectively, the “Cure Right”), and upon the receipt by Parent the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of cash the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by one or more investors a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by Parent the Administrative Borrower no later than 10 days 15 Business Days after the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which the Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b10.1.1(a) or (b)(i), ) and (c) upon notice from Parent the Administrative Borrower to the Agent as to the Fiscal Quarter fiscal quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant Covenants shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent the Administrative Borrower and its Restricted SubsidiariesSubsidiaries (including for purposes of determining the amount of Consolidated Total Debt)): (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant Covenants and determining the existence of an Event of Default set forth in Section 9.1 11.1 resulting from a breach of the Financial Performance Covenant Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter fiscal quarter and any four Fiscal Quarter fiscal quarter period that contains such Fiscal Quarterfiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Loan Parties shall then be in compliance with the requirements of the Financial Performance CovenantCovenants, the Credit Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant 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 no any applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. . (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter fiscal quarter period there shall be at least two Fiscal Quarters fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance CovenantCovenants, (iii) the Cure Right shall not be exercised more than four five times during the term of this Agreement and Agreement, (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant Covenants for purposes of increasing Consolidated EBITDA as provided in clause subclause (a) of this Section 9.4above) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA to the extent provided in clause subclause (a) above and (v) the Administrative Borrower shall use the proceeds of this Section 9.4any Specified Equity Contribution promptly after the receipt thereof to prepay outstanding Revolver Loans (but, for the avoidance of doubt, no commitment reductions shall be required). During Neither the period, Borrowers elect to Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolver Commitments and none of the Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 11.1, the other Loan Documents or Applicable Law prior to the 15th Business Day after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)(i) solely on the basis of an Event of Default having occurred and being continuing due to a breach of the Financial Performance Covenants (except to the extent that the Administrative Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution). For the avoidance of doubt, from the time that the Loan Parties fail to comply with a Financial Performance Covenant until the time of the exercise of the Cure rightRight and the receipt by the Administrative Borrower of the Cure Amount, Lender the Borrowers shall not be under no obligation able to make borrow any Loans hereunder or advances request the issuance, extension or renewal of any Letter of Credit hereunder.

Cure Right. (a) Notwithstanding anything The cash proceeds of a sale of, or contribution to, common equity of the Borrower during any fiscal quarter or following the last day of such fiscal quarter and on or prior to the contrary contained in Section 9.1, in the event day that the Credit Parties fail to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant”) with respect to any Fiscal Quarter, is 15 Business Days after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(bfor such fiscal quarter (or, in the case of the Minimum Liquidity Requirement, the day that is 15 Business Days after the relevant breach) or will, at the request of the Borrower, be included in (cx) the amount of unrestricted cash and Cash Equivalents for purposes of determining compliance with the Minimum Liquidity Requirement and/or (y) the calculation of Consolidated EBITDA for purposes of determining compliance with any other Financial Covenant as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided, that (a) in each four (4) consecutive fiscal quarter period, there shall be no more than one or more investors shall have the right to make (1) fiscal quarter in which a Specified Equity Contribution to Parent Borrower is made, (collectivelyb) no more than three (3) Specified Equity Contributions may be made in the aggregate, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to amount of any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount Specified Equity Contribution shall be no greater than 100% of the amount required to cause the Specified CompaniesBorrower to be in compliance with each applicable Financial Covenant, (d) any pro forma adjustment to Consolidated EBITDA resulting from any Specified Equity Contribution shall be counted as Consolidated EBITDA solely for purposes of complying determining compliance with the applicable Financial Performance CovenantCovenants and except as set forth in clause (e) below, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement included for any other purpose and (ive) there shall be no pro forma or other reduction of indebtedness (whether through nettling, prepayment or otherwise) with the proceeds of any Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios determining compliance with the Leverage Ratio Financial Covenant for the fiscal quarter in respect of which such Specified Equity Contribution was made (other than as applicable than, with respect to any future period, with respect to any portion of such Specified Equity Contribution that is actually applied to repay any indebtedness). Upon the Financial Performance Covenant for purposes Administrative Agent’s receipt of increasing EBITDA as provided in clause (a) of a written notice from the Borrower that the Borrower intends to exercise its rights pursuant to this Section 9.4) 7.127.10(d), until the end of the period during which such right can be exercised in accordance with this Section 7.127.10(d), neither the Administrative Agent nor any Lender shall exercise any right to accelerate the Loans or exercise any other right of foreclosure or take the possession of collateral or any available basket other right or thresholds remedy under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount Loan Documents solely on the basis of the EBITDA relevant failure to the extent provided in clause (a) of comply with this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder7.127.10 .

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.111, in the event that the Credit Parties fail Borrower fails to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant”) Covenant with respect to any Fiscal Quartera Test Period, after the end completion of the last fiscal quarter in the Test Period to which such Fiscal Quarter Financial Performance Covenant applies until the expiration of the 10th day Business Day subsequent to the date on which financial statements the certificate calculating the Financial Performance Covenant with respect to the Fiscal Quarter for which Financial Performance Covenant such Test Period is being measured are required to be delivered pursuant to Section 5.1(b9.1(d) or (csuch period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”), one Parent may engage in an issuance of Capital Stock or more investors shall have other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash (or a capital contribution in cash to the right Parent) and contribute such amount to make the common equity capital of the Borrower (including through a Specified Equity Contribution capital contribution of such cash proceeds by Parent to Holdings to the Parent Borrower Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by Parent the Borrower of such cash common equity (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries):adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and determining applicable subsequent Test Periods which include the existence of an Event of Default set forth in Section 9.1 resulting from a breach last fiscal quarter of the Financial Performance Covenant Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal QuarterAmount; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no the applicable breach or default of the Financial Performance Covenant that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. ; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter fiscal quarter period of the Borrower there shall be at least two Fiscal Quarters fiscal quarters in which the Cure Right is not exercised, (ii) during the Cure Amount shall be no greater than 100% term of the amount required for purposes of complying with the Financial Performance Covenantthis Agreement, (iii) the Cure Right shall not be exercised more than four times during the term five times, (iii) for purposes of this Agreement Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and (iv) no Specified Equity Contribution nor the proceeds any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios (or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or determining any financial ratio-based terms, the Available Amount and any other available basket or thresholds under this Agreement hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any adjustment to reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.111.1, in the event that the Credit Loan Parties fail to comply with either of the covenant covenants contained in Section 7.12 10.3 (the “Financial Performance CovenantCovenants”) with respect to any Fiscal Quarterfiscal quarter, after the end of such Fiscal Quarter fiscal quarter until the expiration of the 10th day 15 Business Days subsequent to the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b10.1.1(a) or (cb)(i), one or more investors any Specified Holder shall have the right to make a Specified Equity Contribution to Parent Borrower Holdings (collectively, the “Cure Right”), and upon the receipt by Parent the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of cash the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by one or more investors a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by Parent the Administrative Borrower no later than 10 days 15 Business Days after the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which the Financial Performance Covenant is Covenants are being measured are required to be delivered pursuant to Section 5.1(b10.1.1(a) or (b)(i), ) and (c) upon notice from Parent the Administrative Borrower to Agent as to the Fiscal Quarter fiscal quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant Covenants shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent the Administrative Borrower and its Restricted Subsidiaries): Subsidiaries (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred including for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than determining the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.Consolidated Total Debt)):

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.111, in the event that the Credit Parties fail Borrower fails to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant”) Covenant with respect to any Fiscal Quartera Test Period, after the end completion of the last fiscal quarter in the Test Period to which such Fiscal Quarter Financial Performance Covenant applies until the expiration of the 10th day Business Day subsequent to the date on which financial statements the certificate calculating the Financial Performance Covenant with respect to the Fiscal Quarter for which Financial Performance Covenant such Test Period is being measured are required to be delivered pursuant to Section 5.1(b9.1(d) or (csuch period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”), one ParentHoldings may engage in an issuance of Capital Stock or more investors shall have other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash (or a capital contribution in cash to the right ParentHoldings) and contribute such amount to make the common equity capital of the Borrower (including through a Specified Equity Contribution capital contribution of such cash proceeds by Parent to Holdings to the Parent Borrower Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by Parent the Borrower of such cash common equity (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries):adjustments: (i) Consolidated EBITDA shall be increased, solely for the purpose purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and determining applicable subsequent Test Periods which include the existence of an Event of Default set forth in Section 9.1 resulting from a breach last fiscal quarter of the Financial Performance Covenant Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal QuarterAmount; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no the applicable breach or default of the Financial Performance Covenant that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. ; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by ParentHoldings and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter fiscal quarter period of the Borrower there shall be at least two Fiscal Quarters fiscal quarters in which the Cure Right is not exercised, (ii) during the Cure Amount shall be no greater than 100% term of the amount required for purposes of complying with the Financial Performance Covenantthis Agreement, (iii) the Cure Right shall not be exercised more than four times during the term five times, (iii) for purposes of this Agreement Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and (iv) no Specified Equity Contribution nor the proceeds any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios (or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or determining any financial ratio-based terms, the Applicable Amount and any other available basket or thresholds under this Agreement hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any adjustment to reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.110.1, in the event that the Credit Loan Parties fail to comply with the covenant contained in Section 7.12 9.3 (the “Financial Performance Covenant”) with respect to any Fiscal Quarterfiscal quarter, after the end of such Fiscal Quarter fiscal quarter until the expiration of the 10th day 15 Business Days subsequent to the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b9.1.1(a) or (cb), one or more investors any Specified Holder shall have the right to make a Specified Equity Contribution to Parent Borrower Holdings (collectively, the “Cure Right”), and upon the receipt by Parent the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of cash the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by one or more investors a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by Parent the Administrative Borrower no later than 10 days 15 Business Days after the date on which financial statements with respect to the Fiscal Quarter fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b9.1.1(a) or (b), ) and (c) upon notice from Parent the Administrative Borrower to Agent as to the Fiscal Quarter fiscal quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any pro forma or actual reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent the Administrative Borrower and its Restricted SubsidiariesSubsidiaries (including for purposes of determining the amount of Consolidated Total Debt), provided that, to the extent any portion of the Cure Amount is actually used to repay Indebtedness, such repayment and the effects thereof shall be regarded for all purposes of this Agreement in any quarter following the quarter in which such Cure Right was exercised): (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 10.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter fiscal quarter and any four Fiscal Quarter fiscal quarter period that contains such Fiscal Quarterfiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Loan Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no any applicable breach or default of the Financial Performance Covenant that had occurred shall have been be deemed to have occurred cured for purposes of this Agreement. . (a) Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter fiscal quarter period there shall be at least two Fiscal Quarters fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four five times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing Consolidated EBITDA as provided in clause (a) of this Section 9.4above) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA to the extent provided in clause (a) of this Section 9.4above. During the period, Borrowers elect to Neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolver Commitments and none of Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 10.1, the other Loan Documents or Applicable Law prior to the 15th Business Day after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b) solely on the basis of an Event of Default having occurred and being continuing due to a breach of the Financial Performance Covenant (except to the extent that the Administrative Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution). For the avoidance of doubt, from the time that the Loan Parties fail to comply with the Financial Performance Covenant until the time of the exercise of the Cure rightRight and the receipt by the Administrative Borrower of the Cure Amount, Lender the Borrowers shall not be under no obligation able to make borrow any Loans hereunder or advances request the issuance, extension or renewal of any Letter of Credit hereunder.

Cure Right. For purposes of determining compliance with the financial covenants contained in Sections 4.1 or 4.2 above, purchased capital Stock of (or cash capital contributions to) Holdings not constituting Disqualified Stock, which shall be immediately contributed in cash to the Borrowers, in each case, after the last day of any Fiscal Quarter and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for such Fiscal Quarter will, at the request of Holdings, be included in the calculation of EBITDA for purposes of determining compliance with such financial covenants for the applicable Fiscal Quarter and applicable subsequent periods (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) Notwithstanding anything to the contrary contained in Section 9.1, in the event that the Credit Parties fail to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant”) with respect to any Fiscal Quarter, after the end of such four Fiscal Quarter until period, in the expiration event the aggregate amount of all Specified Equity Contributions during the four Fiscal Quarter period ending as of the 10th day subsequent applicable date of measurement exceeds $3,000,000 (all such additional amounts above $3,000,000, “Excess Specified Equity Contributions”), one hundred percent (100%) of the Excess Specified Equity Contribution shall be promptly used by the Borrowers to prepay the date on which Term Loans as set forth in Section 1.5(e)), (b) the amount of any Specified Equity Contribution shall not exceed the amount required to cause the Borrowers to be in compliance with such financial statements covenants, and (c) all Specified Equity Contributions will be used solely for curing the applicable financial covenants and will be disregarded for purposes of determining the availability of any baskets, pricing or step-downs with respect to other provisions contained in the Loan Documents; provided that such prepayment of Term Loans set forth in the foregoing subclause (a) shall be disregarded for purposes of calculating the financial covenants for the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a such Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1, this Agreement in the event that the Credit Parties Borrowers and their respective Subsidiaries on a consolidated basis fail to comply with any of the covenant contained Financial Covenants set forth in Section 7.12 11.1 11.2 11.3 or 11.4 (the “"Specified Financial Performance Covenant”Covenants") with respect to any Fiscal Quarter, after the end of such Fiscal Quarter then until the expiration of the 10th fifth day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which Agent shall have received the Financial Performance Covenant is being measured are documents required to be delivered to the Agent pursuant to Section 5.1(b), 9.5(2) and (cSection 9.5(3) upon a holder of any Equity Interest in the Borrowers or the Parent may irrevocably commit by giving written notice from Parent Borrower to Agent as to the Fiscal Quarter with respect Agent to which purchase no later than five (5) days after such notice is given additional Equity Interests of the Borrowers or the Parent as applicable for cash or make a loan to the Borrowers or the Parent in the form of Subordinated Debt (such cash proceeds the "Cure Amount") and if such Cure Amount is made), directly deposited into the Collection Account for application to the Revolving Loan pursuant to Section 6.2 then the applicable Specified Financial Performance Covenant Covenant(s) shall be recalculated giving effect to the following pro forma adjustments adjustments: (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of a) the Cure Amount on shall immediately reduce the balance sheet Outstanding Balance of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely the Revolving Loan for the purpose of measuring determining compliance with the Specified Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal QuarterCovenant(s); and (iib) if, if after giving effect to the foregoing recalculations, recalculations the Credit Parties Borrowers and their respective Subsidiaries on a consolidated basis would have satisfied such Specified Financial Covenant(s) then the Borrowers and their respective Subsidiaries shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements of the complied with such Specified Financial Performance Covenant Covenant(s) as of to the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred for purposes of this Agreementdetermination. Notwithstanding anything herein to the contrary, contrary set forth in this Section 11.5 (i) the Specified Financial Covenants shall not be recalculated more than twice during any 12-month period pursuant to the cure right in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, this Section I1.5 and (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right cure right in this Section 11.5 shall not be exercised more than four times during permitted if after giving pro forma effect to thereto a Change of Control would occur. For the term avoidance of this Agreement and (iv) doubt no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no any obligation to make any Loans or advances hereunderother extensions of credit during the period between the date on which such holder of an Equity Interest in the Borrower provides notice of its intention to exercise the cure right provided for in this Section 11.5 and the date on which the Agent receives cash in the amount of the Cure Amount.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 9.1, in the event that the Credit Parties fail to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant”) with respect to any Fiscal Quarter, after the end of such Fiscal Quarter until the expiration of the 10th day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no breach or default of the Financial Performance Covenant shall have been deemed to have occurred for purposes of this Agreement. Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may be relied on for purposes of calculating any financial ratios (other than as applicable to the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During DuringFrom the period, Borrowers elect todate upon which the Credit Parties fail to comply with the Financial Performance Covenant until the date of exercise of the Cure rightrightRight (including receipt by the Parent Borrower of the Cure Amount), no Lender shall be under no noany obligation to make any Loans or advances hereunder and no L/C Issuer shall be obligated to issue any Letter of Credit hereunder.