Common use of Cure Right Clause in Contracts

Cure Right. In the event that Holdings fails to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).

Cure Right. In Notwithstanding the foregoing, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.03(a) 6.1 or 7.03(b)Section 6.2 for any Fiscal Quarter, during the period from the date that is 60 days prior to and then until the expiration of the 10th Business Days after tenth (10th) day subsequent to the date on which financial statements are the Compliance Certificate calculating compliance for such Fiscal Quarter is required to be delivered with respect pursuant to Section 5.1(c), the applicable fiscal quarter hereunder, Holdings Borrower shall have the right to cure such failure (the “Cure Right”) by (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions (i) in the event of a failure to comply with the capital requirements of Holdings or Section 6.1, making a prepayment of the Loans in accordance with Section 2.10 in an amount necessary to reduce Consolidated Total Debt (b) incur Additional Second Lien Indebtedness, and which prepayment shall be deemed to have all occurred on the last day of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to Fiscal Quarter) so that the Borrower will be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating in compliance with such Sections Section 6.1 as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to Fiscal Quarter, and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) in the Cure Right shall not be exercised more than five (5) times during event of a failure to comply with the term requirements of the LoansSection 6.2, (iiix) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay making a prepayment of the Loans in accordance with Section 2.06(c)(v) and 2.10 in an amount necessary to increase Current Assets by increasing the unused amount of the Aggregate Commitments (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings which prepayment shall be deemed to have satisfied occurred on the requirements last day of each such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.2 as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default last day of such Section 7.03(aFiscal Quarter, (y) and/or Section 7.03(b) that had occurred 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 cured 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 which the Cure Right was exercised. Notwithstanding anything herein to the contrary, (A) there shall not be two consecutive Fiscal Quarters in which the Cure Right is exercised, (B) in each consecutive four- Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, and (C) the Cure Right may not be exercised in more than four Fiscal Quarters during the term of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).

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

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 10.1, in the event that Holdings fails the Loan Parties fail to comply with the requirements of the financial covenant set forth contained in Section 7.03(a9.3 (the “Financial Performance Covenant”) or 7.03(b)with respect to any fiscal quarter, during after the period from the date that is 60 days prior to and end of such fiscal quarter until the expiration of 15 Business Days subsequent to the 10th 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 9.1.1(a) or (b), any Specified Holder shall have the right to make a Specified Equity Contribution to Holdings (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business 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 9.1.1(a) or (b)) and notice from the Administrative Borrower to Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the applicable fiscal quarter hereunder, Holdings Financial Performance Covenant shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions be recalculated giving effect to the capital of Holdings following pro forma adjustments (but without regard to any pro forma or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien actual reduction in Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for 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 the Administrative Borrower and its Restricted Subsidiaries (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as determining the amount of Consolidated Total Debt), provided that, to the extent any portion of the last day of any subsequent fiscal quarter (Cure Amount is actually used to repay Indebtedness, such repayment and the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds effects thereof shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence regarded for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for all purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating Agreement in any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).quarter following the quarter in which such Cure Right was exercised):

Cure Right. In the event that Holdings fails to comply with the requirements of the financial covenant set forth in Section 7.03(aIf, (i) or 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day date of any subsequent delivery of an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that a Financial Covenant Default for the fiscal quarter then most recently ended has occurred, the Company delivers to the holders of the Notes a notice of the Company’s intent to exercise its Cure Right pursuant to this Section 10.6(d) and (ii) within 30 days of such date the Company presents the Required Holders with a reasonably feasible plan for the Company to offer or sell Equity Interests (other than Disqualified Equity Interests) or purchase or sell one or more assets as otherwise permitted by this Agreement (the “Cure Right”); provided that (i) , the proceeds of such proceeds are actually offer or sale or the receipt of any asset shall be deemed received by Holdings during the period from the date that is 60 days immediately prior to such Financial Covenant Default and until used immediately prior to such Financial Covenant Default as specified in such plan (for the expiration avoidance of doubt, if any principal of the 10th Business Days after the date on which financial statements are required Notes is paid down at par in accordance with such plan, no prepayment penalty or Make-Whole Amount shall be due or owing in respect of such prepayment) to enable such Financial Covenant Default to be delivered cured (x) with respect to a Financial Covenant Default for failure to comply with Section 10.6(a), within ninety (90) calendar days after the delivery of such fiscal quarter hereunderplan, or (iiy) with respect to a Financial Covenant Default for failure to comply with Section 10.6(b), within one hundred fifty (150) calendar days after the Cure Right shall not be exercised more than five (5) times during delivery of such plan, then, once such plan is delivered to the term holders of the LoansNotes, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied complied with the requirements of each relevant covenant under Section 10.6 that gave rise to such Section Financial Covenant Default as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) Financial Covenant Default that had occurred shall be deemed cured for the purposes of this Agreement; provided that, if the transaction specified in such plan is not consummated within such 90-day period or 150-day period, as applicable, it shall constitute an immediate Event of Default effective as of the date on which the Financial Covenant Default originally occurred. Notwithstanding anything herein to the contrary, (x) no more than three (3) Cure Rights may be exercised during the term of this Agreement, (y) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters and (z) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which the Cure Right has not been exercised. The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section may not be relied 10.6(d), no holder of the Notes shall impose any Default Rate of interest, accelerate its Notes, or exercise any of its rights or remedies pursuant to Section 12 solely on for purposes the basis of calculating any financial ratios other than the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is 90 days or 150 days, as applicable applicable, after the date on which the Company delivers its plan to Sections 7.03(a) and 7.03(b)cure such Financial Covenant Default as provided above.

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b7.03 (a “Curable Default”), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder(the “Required Contribution Date”), Holdings (i) the Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings the Parent, and, in each case, to contribute any such contributions to the capital of the Borrowers or (bii) incur Additional Second Lien Indebtednessthe Loan Parties and/or their Permitted Holders cause a contribution to be made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to have all of such cash contributions clauses (i) and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarterii), including for purposes of calculating compliance with such Sections as apply the amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than two times in any four fiscal quarter period and five (5) times during the term of the Loans, (iiid) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of this Agreement shall not exceed $10,000,000, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations, terminate the Revolving Credit Commitment or Additional Second Lien Indebtedness shall be designated at exercise any enforcement remedy against the time Loan Parties or any of issuance their Subsidiaries or incurrence for application under any of their respective properties solely as a result of the “Cure Right” pursuant to this Section 9.02existence of the applicable Curable Default. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised. Notwithstanding anything to the contrary contained in this Section 9.02, during the period commencing on the First Amendment Effective Date until the Agents and the Lenders have received financial statements and a Compliance Certificate pursuant to Section 7.01(a)(i) and 7.03(b)(iv) for the covenant testing period ending on December 31, 2022, the Loan Parties shall be permitted to exercise the Cure Right one time with respect to any Curable Default; provided, that (A) the minimum amount of proceeds funded with respect to such Cure Right shall be the greater of (x) $2,500,000 and (y) 2 times the amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (B) the entire amount of such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(ix) and (C) the portion of such proceeds added to Consolidated EBITDA shall not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period. For the avoidance of doubt, the First Amendment Contribution (as defined in the First Amendment) shall not constitute the exercise of a Cure Right for purposes of this Agreement and the other Loan Documents.

Cure Right. In the event that Holdings Borrower fails to comply with the financial covenant set forth in Section 7.11, subject to the terms and conditions hereof, the Parent shall have the right (the “Cure Right”) from the applicable Liquidity Test Date until date that is 30 days following such Liquidity Test Date (the applicable “Cure Cut-Off Date”) to issue Qualified Equity Interests for cash in an amount sufficient to comply with Section 7.11 when such cash amounts received are added on a dollar-for-dollar basis to Unrestricted Cash for purposes of such Liquidity Test Date (hereinafter, the “Cure Amount”), and upon the receipt by Borrower of the cash proceeds thereof, Borrower’s compliance with Section 7.11 shall then be recalculated and increased giving effect to the to the Cure Amount by an amount equal to the Cure Amount; and if, after giving effect to the foregoing recalculation, Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)7.11, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Borrower shall be deemed to have satisfied the requirements of each been in compliance with such Section financial covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach breach, default or default Event of Default of such Section 7.03(a) and/or Section 7.03(b) financial covenant that had occurred shall be deemed cured not to have occurred. In the event that (i) no Event of Default exists other than that arising due to failure of Borrower to comply with the financial covenant set forth in Section 7.11, and (ii) the Parent shall have delivered to Administrative Agent written notice of its intention to exercise the Cure Right, then from and following receipt by Administrative Agent of any such notice and until the Business Day immediately following the Cure Cut-off Date, neither Administrative Agent nor any Lender shall exercise any remedies for purposes breach of Section 7.11 (or any subsequent breach prior to the Cure Cut-Off Date) or any Default or Event of Default resulting therefrom set forth in any Loan Document or otherwise during such period; provided, that so long as any Default or Event of Default would otherwise be in existence due to failure of the Loan Parties to comply with the financial covenant set forth in Section 7.11 and until Borrower receives the Cure Amount, neither the Administrative Agent nor any Lender shall be required to advance any Loans. Notwithstanding anything herein to the contrary, in no event shall the Parent be permitted to exercise the Cure Right hereunder (x) more than 5 times in the aggregate during the term of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating Agreement or (y) more than 2 times in any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)4 consecutive calendar quarters.

Cure Right. In Notwithstanding anything to the contrary contained in this Section 4.12, in the event that Holdings fails Borrower and the Subsidiary Guarantors fail to comply with the requirements of the any financial covenant set forth contained in Section 7.03(aclause (a) or 7.03(b)(b) of this Section 4.12, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days 20th day (the “Specified Equity Contribution Deadline”) after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter Fiscal Quarter hereunder, Holdings the Investor Group may make, directly or indirectly, a common equity contribution to Borrower (a “Specified Equity Contribution”) and Borrower shall have apply the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal quarter Net Proceeds thereof to decrease the Term Loan to an amount at which such financial covenants would not be breached (“the “Cure Right”); provided that (i) such proceeds Net Proceeds are actually received by Holdings during Borrower and so applied no later than the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered Specified Equity Contribution Deadline with respect to such fiscal quarter Fiscal Quarter hereunder, (ii) such Net Proceeds are not otherwise applied, (iii) such Net Proceeds do not exceed the aggregate amount necessary to cause Borrower and the Subsidiary Guarantors to be in compliance with Section 4.12(a) or (b), as applicable, for any applicable period, (iv) the Cure Right may be exercised on no more than four (4) occasions during the term of this Agreement, (v) in each four (4) Fiscal Quarter period there shall be at least two (2) Fiscal Quarters in which the Cure Right is not exercised, (vi) the Cure Right shall not be exercised more than five on two (52) times consecutive quarters, (vii) each Specified Equity Contribution Deadline shall be promptly used by the Borrower to prepay the Term Loan which prepayment shall be applied to the scheduled installments thereof in inverse order of maturity, and (viii) the aggregate amount of all Specified Equity Contributions during the term of the Loans, (iii) the Cure Right this Agreement shall not be exercised exceed $500,000; and provided further that, in consecutive fiscal quarters, (iv) such proceeds the event Borrower shall be applied notify Agent that the Investor Group intends to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure make a Specified Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” Contribution pursuant to this Section 9.02. If4.12(f), after giving effect to no Default or Event of Default under the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant covenants set forth in Sections 7.03(aSection 4.12(a) and 7.03(b), Holdings or (b) shall be deemed to have satisfied exist until the requirements earlier of each (x) the first Business Day immediately following the Specified Equity Cure Deadline and (y) the date on which Borrower shall notify Agent that the Investor Group no longer intends to make such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)Specified Equity Contribution.

Cure Right. In the event that Holdings fails the Loan Parties fail to comply with the requirements of the financial covenant covenants set forth in Section 7.03(a) for any fiscal month or 7.03(b)fiscal quarter, during the period from the date that is 60 days prior to and as applicable, until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal month or quarter hereunder, Holdings the Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions use an amount of the Consolidated EBITDA of the Parent and its Subsidiaries and allocate such amount to the capital North America Consolidated EBITDA for the purpose of Holdings or (b) incur Additional Second Lien IndebtednessSection 7.03(a), and such amount of allocated Consolidated EBITDA shall (i) increase North America Consolidated EBITDA with respect to have all of such cash contributions applicable fiscal month or quarter, as applicable, and Additional Second Lien Indebtedness deemed(ii) decrease Consolidated EBITDA with respect to such applicable fiscal month or quarter, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter applicable (the “Cure Right”); provided that (ia) after giving effect to any such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, decrease in Consolidated EBITDA as described in clause (ii) above, the Loan Parties shall still be in compliance with the financial covenants set forth in Section 7.03(b) and Section 7.03(d) for such fiscal month or quarter, as applicable, and the Loan Parties shall provide a Compliance Certificate to the Agents and the Lenders demonstrating such compliance, (b) any such allocation of Consolidated EBITDA to North America Consolidated EBITDA does not exceed the aggregate amount necessary to cure such Event of Default under Section 7.03(a) for such period, (c) after the Amendment No. 1 Effective Date, the Cure Right shall not may only be exercised more than five for up to six fiscal months (5consecutive or non-consecutive) times during the term of the Loans, and (iiid) after the Amendment No. 1 Effective Date, the Cure Right shall not may only be exercised for any periods ending in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022015. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing pro forma adjustment, Holdings is the Loan Parties are in compliance with the financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Loan Parties shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) Section 7.03 and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and North America Consolidated EBITDA referred to in the immediately preceding sentence.”

Cure Right. In the event that Holdings fails the Loan Parties fail to comply with the requirements of the financial covenant covenants set forth in Section 7.03(a) and/or Section 7.03(c) for any fiscal month or 7.03(b)fiscal quarter, during the period from the date that is 60 days prior to and as applicable, until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal month or quarter hereunder, Holdings the Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions use an amount of the Consolidated EBITDA of the Parent and its Subsidiaries and allocate such amount to the capital North America Consolidated EBITDA for the purpose of Holdings or (bSection 7.03(a) incur Additional Second Lien Indebtednessand/or Section 7.03(c), and such amount of allocated Consolidated EBITDA shall (i) increase North America Consolidated EBITDA with respect to have all of such cash contributions applicable fiscal month or quarter, as applicable, and Additional Second Lien Indebtedness deemed(ii) decrease Consolidated EBITDA with respect to such applicable fiscal month or quarter, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter applicable (the “Cure Right”); provided that (ia) after giving effect to any such proceeds are actually received by Holdings during decrease in Consolidated EBITDA as described in clause (ii) above, the period from Loan Parties shall still be in compliance with the date that is 60 days prior to financial covenants set forth in Section 7.03(b) and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to Section 7.03(d) for such fiscal quarter hereundermonth or quarter, as applicable, and the Loan Parties shall provide a Compliance Certificate to the Agents and the Lenders demonstrating such compliance, (iib) any such allocation of Consolidated EBITDA to North America Consolidated EBITDA does not exceed the aggregate amount necessary to cure such Event of Default under Section 7.03(a) and/or Section 7.03(c) for such period, (c) the Cure Right shall not may only be exercised more than five for up to three fiscal months (5consecutive or non-consecutive) times during the term of the Loans, and (iiid) the Cure Right shall may not be exercised in consecutive fiscal quarterswith respect to any period ending after December 31, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022015. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing pro forma adjustment, Holdings is the Loan Parties are in compliance with the financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Loan Parties shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) Section 7.03 and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and North America Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In (e) Notwithstanding anything to the contrary contained in Section 8.2(a), in the event that Holdings fails to comply with of any Event of Default under the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)7 of this Agreement, during the period from the date that is 60 days prior to and until the expiration of the later of (x) 10th Business Days day after the date on which financial statements are the Compliance Certificate is required to be delivered pursuant to Section 5.1 with respect to the applicable fiscal quarter hereunderhereunder and (y) the 10th day after the occurrence of the applicable Covenant Test Date, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”)) to receive capital contributions from, or issue or sell common Stock or Qualified Preferred Stock to Parent, and Borrower may apply up to the amount of the net cash proceeds, including through capital contribution of such net cash proceeds by Holdings to Borrower (“Specified Equity Contribution”) received therefrom to increase EBITDA with respect to such applicable fiscal quarter, including each subsequent measurement period that includes such fiscal quarter (such quarter, a “Cure Quarter”) and if, after giving effect to any Specified Equity Contribution, Borrower shall then be in compliance with the requirements of Section 7 of this Agreement, Borrower shall be deemed to have satisfied the requirements set forth therein as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith as such date, and the applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement; provided that (i) such proceeds are any Specified Equity Contribution made is actually received by Holdings during Borrower no later than the period from the date that is 60 later of (x) 10 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderCure Quarter under this Agreement, and (y) 10th days after the occurrence of any Covenant Test Date, (ii) the Cure Right amount of any Specified Equity Contribution applied to increase EBITDA shall not exceed the aggregate amount necessaryherein, regardless of whether an investment of Curative Equity is made prior to the applicable Financial Statement Delivery Date, Borrower’s rights under this Section 9.3 may (i) be exercised not more than 4 times during the term of this Agreement and (ii) not be exercised more than five (5) 2 times during in any consecutive 4 Fiscal Quarter period. Regardless of whether an investment of Curative Equity is made prior to the term applicable Financial Statement Delivery Date, any amount of Curative Equity that is in excess of the Loansamount sufficient to cause Borrower to be in compliance with Section 7 of this Agreement for the applicable period, and (iii) the Cure Right proceeds of all Specified Equity Contributions are used to repay Indebtedness under this Agreement (without reduction of Commitments); provided, further, that Borrower shall not be exercised permitted to (x) exercise more than 2 Cure Rights in any 4 consecutive fiscal quarters, quarter period or (ivy) such proceeds shall be applied to prepay exercise more than 4 Cure Rights during the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes term of this Agreement. The parties hereby acknowledge that this Section 9.3 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 7 (including in connection with calculating EBITDA for purposes of determining baskets and other items governed by reference to EBITDA and for purposes of Section 6.9) and 7.03(bshall not result in any adjustment to EBITDA other than for purposes of compliance with Section 7 of this Agreement and any repayment of Indebtedness with equity proceeds used to effect the Cure Right shall not be treated on a Pro Forma Basis (but rather shall only be given effect from and after the date of such repayment).the Specified Financial Covenant as at such date shall not constitute Curative Equity (and shall not be required to be used to prepay the Obligations in accordance with Section 2.4(e)(ii)).

Cure Right. In Notwithstanding the foregoing, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.03(a) 6.1 or 7.03(b)Section 6.2 for any Fiscal Quarter, during the period from the date that is 60 days prior to and then until the expiration of the 10th Business Days after tenth (10th) day subsequent to the date on which financial statements are the Compliance Certificate calculating compliance for such Fiscal Quarter is required to be delivered with respect pursuant to Section 5.1(c), the applicable fiscal quarter hereunder, Holdings Borrower shall have the right to cure such failure (the “Cure Right”) by (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions (i) in the event of a failure to comply with the capital requirements of Holdings or Section 6.1, making a prepayment of the Loans in accordance with Section 2.10 in an amount necessary to reduce Consolidated Total Debt (b) incur Additional Second Lien Indebtedness, and which prepayment shall be deemed to have all occurred on the last day of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to Fiscal Quarter) so that the Borrower will be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating in compliance with such Sections Section 6.1 as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to Fiscal Quarter, and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) in the Cure Right shall not be exercised more than five (5) times during event of a failure to comply with the term requirements of the LoansSection 6.2, (iiix) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay making a prepayment of the Loans in accordance with Section 2.06(c)(v) and 2.10 in an amount necessary to increase Current Assets by increasing the unused amount of the Aggregate Commitments (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings which prepayment shall be deemed to have satisfied occurred on the requirements last day of each such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.2 as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default last day of such Section 7.03(aFiscal Quarter, (y) and/or Section 7.03(b) that had occurred 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 cured 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 which the Cure Right was exercised. Notwithstanding anything herein to the contrary, (A) there shall not be two consecutive Fiscal Quarters in which the Cure Right is exercised, (B) in each consecutive four-Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, and (C) the Cure Right may not be exercised in more than four Fiscal Quarters during the term of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)Financial Covenant, during the period from the date that is 60 days prior to and last day of the applicable fiscal quarter until the expiration of the 10th Business Days after Day subsequent to the date on which financial statements are the certificate calculating such Financial Covenant is required to be delivered with respect pursuant to Section 5.04(c), Holdings, the applicable fiscal quarter hereunder, Holdings Borrower and any Parent Entity shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednesssuch entities, and in each case, to have all of contribute any such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as capital of the last day of any subsequent fiscal quarter Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such in each four consecutive fiscal quarter hereunderperiod there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) the a Cure Right shall not be exercised more than five (5) times during the term of the LoansAgreement, (iii) for purposes of this Section 7.03, the Cure Right Amount shall not be exercised in consecutive fiscal quartersno greater than the amount required for purposes of complying with the Financial Covenant, (iv) such proceeds there shall be applied to prepay no pro forma reduction in Indebtedness with the Loans proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in accordance with Section 2.06(c)(vrespect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) and (v) each such Permitted the Cure Equity or Additional Second Lien Indebtedness Amount shall be designated at not build the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Available Free Cash Flow Amount. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAadjustments in this Section 7.03, Holdings is the Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Covenant, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable 155 breach or default of such Section 7.03(a) and/or Section 7.03(b) the Financial Covenant that had occurred shall be deemed cured cured. In the event that (i) no Default exists other than that arising due to failure of the Borrower to comply with Financial Covenant, and (ii) Holdings, the Borrower or such Parent Entity, as applicable, shall have delivered to Administrative Agent written notice of its intention to cause Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 15 days prior to, and no later than the fifth day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the Financial Covenant as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the 10th day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c) and (y) the date, if any, on which Holdings, the Borrower or such Parent Entity notifies the Administrative Agent in writing that such Cure Right shall not be exercised, no Default shall be deemed to exist during such period for purposes of this Agreement. The parties hereby acknowledge that this Agreement and neither the Administrative Agent nor any Lender shall exercise any remedies set forth in Section may not be relied on for purposes 7.01 hereof during such period solely as a result of calculating any financial ratios other than as applicable the failure by the Borrower to Sections 7.03(a) and 7.03(b)comply with the Financial Covenant.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Holdings fails to comply with Company may present the requirements holders of the financial covenant set forth in Section 7.03(a) Notes with a reasonably feasible plan for the Company to offer or 7.03(b)sell Equity Interests, during the period from the date that is 60 days prior to and until the expiration raise Indebtedness, sell or purchase assets or pay down Indebtedness of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash Company or otherwise receive cash contributions to the capital any of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter its subsidiaries (the “Cure Right”); provided that (i) such , the proceeds are actually of which shall be deemed received by Holdings during the period from the date that is 60 days immediately prior to such default and until used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the expiration end of the 10th Business Days after applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied complied with the requirements of each relevant covenant under Section 10.7 that gave rise to such Section Financial Covenant Default as of the relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day period with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) Financial Covenant Default that had occurred shall be deemed cured for each such subsequent fiscal quarter for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters (which, for the avoidance of doubt, shall not include any subsequent fiscal quarter within any applicable one hundred twenty (120) day period). The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section may not be relied 10.7(c), no holder of the Notes shall accelerate its Notes or exercise any of its rights or remedies pursuant to Section 12 solely on for purposes the basis of calculating any financial ratios other than as the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the end of the applicable quarter or fiscal year to Sections 7.03(a) and 7.03(b)which such officer’s certificate relates.

Cure Right. In Notwithstanding anything to the contrary contained in this Article VIII, in the event that Holdings Company fails to comply with the requirements of the financial any covenant set forth in Section 7.03(a6.8 (a) or 7.03(b)(b) as of the end of any Fiscal Quarter, Company shall have the right (the “Cure Right”) (at any time during the period from such Fiscal Quarter or thereafter until the date that is 60 10 days prior to and until the expiration of the 10th Business Days after the date on which the certificate calculating such financial statements are covenants is required to be delivered with respect pursuant to the applicable fiscal quarter hereunder, Holdings shall have the right Section 5.1(d)) to (a) issue Permitted Cure Equity Capital Stock for cash or otherwise receive cash contributions to the capital common equity of Holdings or Company, and thereupon such financial covenants shall be recalculated giving pro forma effect to the following: (i) Consolidated Adjusted EBITDA shall be increased solely for purposes of determining compliance with Sections 6.8(a) and (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day end of such Fiscal Quarter and applicable subsequent periods that include such Fiscal Quarter by an amount equal to the Cash proceeds (net of any subsequent fiscal quarter discounts or commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from such Capital Stock issuance or cash contribution (the “Cure RightAmount”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. Ifif, after giving effect to the treatment foregoing recalculations (but not, for the avoidance doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of all such financial covenants shall be satisfied, then the requirements of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings covenants shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) financial covenants that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this Section may Notwithstanding anything herein to the contrary, (A) in each consecutive four fiscal quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (B) the Cure Amount shall be relied on no greater than the amount required for purposes of calculating complying with such financial covenants as of the end of the relevant Fiscal Quarter, (C) Company may exercise its Cure Right hereunder no more than three times during the term of this Agreement, (D) the aggregate Cure Amount of all Cure Rights exercised hereunder shall not exceed $20,000,000 and (E) upon Administrative Agent’s receipt of a notice from Company that Company intends to exercise the Cure Right, until the 10th day following date of delivery of the certificate under Section 5.1(d) , none of Administrative Agent or any financial ratios Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent, Collateral Agent or any other than as applicable Lender or Secured Party shall exercise any right to Sections 7.03(aforeclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.8(a) and 7.03(bor (b).

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the any financial covenant set forth in Section 7.03(aclause (b), (c) or 7.03(b)(d) of Section 7.03, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date day on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and Fiscal Quarter hereunder until the expiration of the 10th Business Days day after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderFiscal Quarter, the Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal Quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrowers no later than 10 days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than five (5) 5 times during the term of the Loans, (iiid) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right shall is not be exercised in consecutive fiscal quartersexercised, (ive) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) 2.05(c)(v), and (vf) each such Permitted Cure Equity or Additional Second Lien Indebtedness there shall be designated at no pro forma reduction in Indebtedness with the time proceeds of issuance the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or incurrence for application under determining any pricing, financial covenant based conditions or baskets with respect to the “covenants contained in this Agreement, in each case, in the Fiscal Quarter in which the Cure Right” pursuant to this Section 9.02Right is used or subsequent periods that include such Fiscal Quarter. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the applicable financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither any Agent nor any Lender may take any action to foreclose on, or take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) and or under any applicable laws on the basis of any actual or purported Event of Default in respect of Section 7.03(b), (c) or (d) (and any related Default or Event of Default arising therefrom) until the date that is the earlier of (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Administrative Agent receives notice from an Authorized Officer of the Loan Parties that the Cure Right will not be exercised for the applicable period; provided, that during such time, no Lender shall be required to make a Loan hereunder.

Cure Right. In the event that Ultimate Holdings fails to comply with the requirements of the financial covenant set forth in Section 7.03(a10.3(a) or 7.03(b10.3(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Ultimate Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Ultimate Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Ultimate Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay Indebtedness of the Loans in accordance with Section 2.06(c)(v) Loan Parties and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.0213.2. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a10.3(a) and 7.03(b10.3(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a10.3(a) and/or Section 7.03(b10.3(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a10.3(a) and 7.03(b10.3(b).

Cure Right. In Notwithstanding anything to the contrary contained in this Article VIII, in the event that Holdings the Borrower fails (or, but for the operation of this paragraph, would fail) to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)Financial Covenant, during the period from the date that is 60 days prior to and last day of the applicable fiscal quarter until the expiration of the 10th 15th Business Days after Day subsequent to the date on which financial statements are the Compliance Certificate for such fiscal quarter calculating such Financial Covenant is required to be delivered with respect pursuant to Section 6.02(b) (the applicable fiscal quarter hereunder“Cure Period”), Holdings the Borrower shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or Securities (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and including for the avoidance of doubt, only doubt additional shares of Series D Preferred Stock) for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter cash (the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided provided, that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such in each four consecutive fiscal quarter hereunderperiod there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) the a Cure Right shall not be exercised more than five (5) times during the term of the Loansthis Agreement, (iii) for purposes of this Article VIII, the Cure Amount shall be not be given effect in an amount greater than the amount required for purposes of complying with the Financial Covenant, and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right shall not for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash and Cash Equivalents) (other than, to the extent such Cure Amount is actually utilized as a prepayment, such reduction in Indebtedness will be exercised taken into account in consecutive the fiscal quarters, (iv) periods ending after such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02fiscal quarter). If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAadjustments in this paragraph, Holdings is the Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Covenant, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) Default with respect to the Financial Covenant that had would have occurred but for this paragraph shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that During the Cure Period set forth in this Section may 8.04, upon receipt by the Administrative Agent of written notice from the Borrower that it intends to exercise its Cure Right pursuant to this Section 8.04 for such period, any resultant Event of Default or potential Event of Default that arises solely as a result of non-compliance with Section 7.14 shall be deemed retroactively to have not occurred, and the Lenders shall not be relied permitted to accelerate the Loans or any other Obligations held by them and the Administrative Agent and the Lenders shall not be permitted to exercise remedies against the Collateral, in each case to the extent such acceleration or such exercise of remedies is based solely on a failure to comply with the requirements of Section 7.14 for purposes such period, unless and until such Cure Period shall have passed without the Borrower exercising its Cure Right for such fiscal period prior to the expiration of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)such Cure Period.

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant covenants set forth in Section 7.03(a) or 7.03(b7.03 (a “Curable Default”), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder(the “Required Contribution Date”), Holdings (i) the Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings the Parent, and, in each case, to contribute any such contributions to the capital of the Borrowers or (bii) incur Additional Second Lien Indebtednessthe Loan Parties and/or their Permitted Holders cause a contribution to be made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to have all of such cash contributions clauses (i) and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarterii), including for purposes of calculating compliance with such Sections as apply the amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than two times in any four fiscal quarter period and five (5) times during the term of the Loans, (iiid) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of this Agreement shall not exceed $10,000,000, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or Additional Second Lien Indebtedness shall be designated at exercise any enforcement remedy against the time Loan Parties or any of issuance their Subsidiaries or incurrence for application under any of their respective properties solely as a result of the “Cure Right” pursuant to this Section 9.02existence of the applicable Curable Default. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) Section7.03 and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised.

Cure Right. In the event that Holdings Parent fails to comply with the requirements of the financial covenant any Financial Covenant set forth in Section 7.03(a9.01(a) or 7.03(bSection 9.01(b), during the period from the last date that is 60 days prior to and of the applicable Test Period until the expiration of the 10th tenth (10th) Business Days Day after the date on which financial statements are required to be delivered with respect to applicable Test Date hereunder (the applicable fiscal quarter hereunder“Cure Expiration Date”), Holdings Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Holdings or (b) incur Additional Second Lien Indebtedness, Parent and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter Test Date hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iiie) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right shall not be exercised for purposes of determining compliance with the financial covenants in consecutive Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quartersquarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (ivf) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v3.04(b)(vii) and (vg) each until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such Permitted failure is not cured on or prior to the Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Expiration Date. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings Parent is in compliance with the financial covenant covenants set forth in Sections 7.03(aSection 9.01(a) and 7.03(bSection 9.01(b), Holdings Parent shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a9.01(a) and/or and Section 7.03(b9.01(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 9.01(a) and 7.03(b)Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence.

Cure Right. In the event that Holdings Borrower fails to comply with the requirements of Section 6.01(b) or Section 6.01(c), beginning on the first date after the last day of the Fiscal Quarter for which the financial covenant set forth covenants in Section 7.03(a6.01(b) or 7.03(b)and Section 6.01(c) are being tested, during the period from the date that is 60 days prior to and until the expiration of the 10th tenth (10th) Business Days after Day subsequent to the date on which financial statements are the compliance certificate for calculating the PDP Asset Coverage Ratio and the Leverage Ratio is required to be delivered with respect pursuant to Section 5.01(c) (the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted “Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarterPeriod”), including for purposes of calculating compliance with Borrower shall be permitted to cure such Sections failure (a “Cure Right”) to comply by requesting that the PDP Asset Coverage Ratio and/or the Leverage Ratio be recalculated by decreasing Total Net Debt as of the last day of any subsequent fiscal quarter such Fiscal Quarter upon the receipt of proceeds from a Specified Equity Contribution during such Cure Period (the such amount, a “Cure RightAmount”); provided that (i) such proceeds are actually received by Holdings the Cure Amount shall not be greater than the amount required to cause Borrower to be in compliance with Section 6.01(b) or Section 6.01(c); (ii) a single Cure Amount may be applied to cure both a PDP Asset Coverage Ratio and Leverage Ratio default during the same Cure Period; (iii) such Cure Amount shall be applied as a prepayment of outstanding Term Loans and treated as an optional prepayment made pursuant to Section 2.05 (including for purposes of the Applicable Premium) and any decrease in Total Net Debt as of the last day of any Fiscal Quarter as a result of such prepayment shall be applied solely for the purpose of determining compliance or non-compliance with Section 6.01(b) or Section 6.01(c) as of the last day of such Fiscal Quarter and not for any other purpose under any Loan Document; (iv) Borrower may not exercise the Cure Right (A) more than two times during any period from of four consecutive Fiscal Quarters or (B) more than four times prior to the Maturity Date (provided that, if Borrower exercises the Cure Right prior to the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered for a relevant Fiscal Quarter solely with respect to an anticipated PDP Asset Coverage Ratio default or Leverage Ratio default and the Cure Amount associated therewith is insufficient to cure a PDP Asset Coverage Ratio default or Leverage Ratio default with respect to such fiscal quarter hereunderFiscal Quarter, (ii) any subsequent exercise of the Cure Right prior to the expiration of the applicable Cure Period to ‘top-up’ such Cure Amount shall not be exercised more than five (5) times during the term count as an additional exercise of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) Right); and (v) each such Permitted Cure any cure of both a PDP Asset Coverage Ratio default and a Leverage Ratio default in one Fiscal Quarter shall count as a single Specified Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Contribution. If, If after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is Borrower would then be in compliance with Section 6.01(b) or Section 6.01(c) as of the financial covenant set forth in Sections 7.03(a) and 7.03(b)last day of the applicable Fiscal Quarter, Holdings Borrower shall be deemed to have satisfied the requirements of each such Section 6.01(b) or Section 6.01(c), as applicable, as of the relevant date last day of determination such Fiscal Quarter with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of any such Section 7.03(a) and/or Section 7.03(b) covenant that had occurred shall be deemed cured for purposes the purpose of this AgreementAgreement and the other Loan Documents. The parties hereby acknowledge Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent or any Lender shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 8.02, the other Loan Documents or applicable law prior to the end of such Cure Period solely on the basis of an Event of Default having occurred and continuing under Section 6.01(b) or Section 6.01(c) (except to the extent that this Section may Xxxxxxxx has confirmed in writing that it does not be relied on for purposes intend to exercise the Cure Right); provided, however, that the Cure Right shall not affect in any way the rights and remedies of calculating the Lenders or the Administrative Agent with respect to any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)Default or Event of Default.

Cure Right. In 1. Notwithstanding anything to the contrary contained in this Agreement, in the event that Holdings fails Borrowers fail to comply with the requirements Section 6.2 as of the financial covenant set forth in Section 7.03(a) or 7.03(b)end of any fiscal quarter, during the period from the date that is 60 days prior to and until the expiration of the 10th fifteenth (15th) Business Days after Day subsequent to the date on which financial statements are the Compliance Certificate for such fiscal quarter is required to be delivered with respect pursuant to Section 4.1 (the applicable fiscal quarter hereunder“Cure Period”), Holdings Accuray shall have the right to issue equity interests (aother than Disqualified Equity Interests) issue Permitted Cure Equity for cash or otherwise receive cash contributions to (the capital of Holdings or (b) incur Additional Second Lien Indebtednessamount thereof, the “Cure Amount” and to have all the exercise of such cash contributions and Additional Second Lien Indebtedness deemedright, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that provided, (i) such proceeds are actually received by Holdings 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 from then ended; and (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 that the Compliance Certificate for such fiscal quarter is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect (such Business Day, the “Cure Notice Deadline”) and (y) so long as Borrower Representative has given irrevocable written notice to such fiscal quarter hereunder, (ii) 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 exercised more than five (5) times permitted to request any Revolving Loans during the term of the Loans, (iii) Cure Period unless and until the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had Amount has been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)received by Accuray.

Cure Right. In Notwithstanding any provision to the contrary set forth in Sections 6.5(a), (b), and 6.5(b(e)(i), in the event that Holdings fails Loan Parties fail to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(bSections 6.5(a), during (b), or 6.5(b(e)(i) as of the period from the date that is 60 days prior to and last day of any fiscal quarter, until the expiration of the 10th tenth (10th) Business Days Day after the date day on which financial statements are required to be delivered with respect pursuant to the applicable Section 9.8 for such fiscal quarter hereunder(such ten (10) Business Day period, Holdings the “Cure Period”), Parent shall have the right (the “Cure Right”) the right to issue common Equity Interests (aor other Equity Interests of the Borrower reasonably acceptable to Agent) issue Permitted Cure Equity for cash or otherwise receive direct equity contributions in cash contributions (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”), 50% of which Specified Equity Contribution shall be included in the calculation of EBITDA and/or “Cash Flow less Financing & Acquisitions” solely for purposes of determining compliance with the Fixed Charge Coverage Ratio covenant set forth in Section 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 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 capital “Curative Equity Component”); provided that: (i) the Curative Equity Component of Holdings or 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) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA and/or 6.5(b(e)(i) above for such fiscal quarter (and for the avoidance of doubt, only for 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 fiscal quarter), including for purposes of calculating Specified Equity Contribution shall be in an amount required to cause Loan Parties to be in compliance with such both Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”6.5(a) and 6.5(b) above); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall 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 of the LoansTerm, (iii) there shall be no pro forma reduction in Indebtedness with the Cure Right shall not be exercised proceeds of any Specified Equity Contribution for purposes of determining compliance with the Leverage Ratio or Fixed Charge Coverage Ratio for any fiscal quarter in consecutive fiscal quarterswhich such Specified Equity Contribution is included in the calculation of EBITDA, (iv) to the extent 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 accordance with the provisions of Section 2.22(c); provided, that, no such prepayment shall be required (x) during any “Cash Dominion Period” to the extent such proceeds shall be applied are required to prepay the Loans ABL Facility in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).its terms and

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the any financial covenant set forth in Section 7.03(a) or 7.03(b)7.03, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings the Ultimate Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednessthe Ultimate Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day proceeds thereof to increase Consolidated EBITDA of any subsequent fiscal the Ultimate Parent and its Subsidiaries with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 Borrowers no later than 10 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than five (5) four times during the term of the Loans, (iiid) the Cure Right shall not be exercised in consecutive fiscal quarters, (ive)­ [reserved], (f) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (g) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022.05(c)(v). If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) Section­­ 7.03 and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In the event that Holdings the Issuer fails to comply with the requirements of Section 7.14 (the financial covenant set forth in Section 7.03(a“Financial Covenant”) or 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent calendar month as so required, then for the period beginning on the first day after the end of such fiscal quarter month and ending on the thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Issuer shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Covenant, Holdings then Issuer shall be deemed to have satisfied the requirements of each such Section Sections 7.14 as of the relevant date last day of determination the applicable calendar month with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable breach Default or default Event of such Section 7.03(a) and/or Section 7.03(b) Default with respect to the Financial Covenant that had occurred shall be deemed cured not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. The parties hereby acknowledge that After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).made under this Section 8.13. 77 ASIA-DOCS\12847562.6 DRAFT 076267-0001

Cure Right. In Notwithstanding anything to the contrary contained in this Section 8, in the event that Holdings the Issuer fails to comply with the requirements of the financial covenant set forth contained in Section 7.03(a6.12(b) or 7.03(b), during (the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered “Approved Budget Covenant”) with respect to any calendar month or any two calendar month period, the applicable fiscal quarter hereunder, Holdings Issuer shall have the right right, within sixty (60) days of the applicable month or two calendar month period to issue additional shares of Qualified Capital Stock in exchange for cash (the “Equity Cure Right”), in an amount equal to (ax) issue Permitted Cure Equity for cash or otherwise receive cash contributions to two (2) multiplied by (y) the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA Actual Disbursement Amount less the Maximum Disbursement Amount for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter month (the “Cure RightAmount”); provided that (i) such proceeds are actually received . Upon the receipt by Holdings during the period from the date that is 60 days prior to and until the expiration Issuer of the 10th Business Days after Cure Amount pursuant to the date on which financial statements are required to be delivered with respect to exercise of such fiscal quarter hereunderEquity Cure Right, (ii) the such Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds Amount shall be applied deemed to prepay reduce the Loans in accordance with Section 2.06(c)(v) Actual Disbursement Amount for the applicable calendar month or two calendar month period and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness the Approved Budget Covenant shall be designated at the time of issuance or incurrence recalculated for application all purposes under the “Cure Right” pursuant to this Section 9.02Note Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, Holdings is the Issuer shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Approved Budget Covenant, Holdings the Issuer shall be deemed to have satisfied the requirements of each such Section the Approved Budget Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Approved Budget Covenant that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of the Issuer, Collateral Agent or any Purchaser for all purposes under the Note Documents. Upon receipt by the Purchasers of this Agreement. The parties hereby acknowledge notice from the Issuer that this they intend to exercise the Equity Cure Right with respect to any calendar month or two calendar month period, then so long as no other Event of Default has occurred and is continuing and solely with respect to the Issuer’s exercise of the Equity Cure Right, until the 60th day following the applicable calendar month or two calendar month period to which such notice relates, the Purchasers shall not, and shall not direct Collateral Agent to, exercise any remedies pursuant to Section may not be relied 9 or otherwise solely on for purposes the basis of calculating any financial ratios other than as applicable to Sections 7.03(a) Event of Default having occurred and 7.03(b)being continuing under the Approved Budget Covenant.

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the any financial covenant set forth in Section 7.03(a) or Section 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunderFiscal Quarter hereunder (the “Cure Expiration Date”), Holdings the Company shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednessthe Company, and, in each case, to contribute any such cash to the capital of the Borrowers, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of Borrowers no later than the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to such fiscal quarter Fiscal Quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03(a) and Section 7.03(b) for such period, (c) the Cure Right shall not be exercised in any 2 consecutive Fiscal Quarter periods and no more than 2 times in any Fiscal Year, (d) the Cure Right shall not be exercised more than five (5) 5 times during the term of the Loans, (iiie) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right shall not be exercised for purposes of determining compliance with the financial covenants in consecutive fiscal quartersSection 7.03(a) and Section 7.03(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the Fiscal Quarter in which the Cure Right is used or subsequent periods that include such Fiscal Quarter and (ivf) 100% of such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022.05(c)(vi). If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant covenants set forth in Sections Section 7.03(a) and Section 7.03(b), Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 9.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections Section 7.03(a) and Section 7.03(b)) and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Holdings fails to comply with Company may present the requirements holders of the financial covenant set forth in Section 7.03(a) Notes with a reasonably feasible plan for the Company to offer or 7.03(b), during the period from the date that is 60 days prior to and until the expiration sell Equity Interests or raise Indebtedness of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash Company or otherwise receive cash contributions to the capital any of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter its subsidiaries (the “Cure Right”); provided that (i) such , the proceeds are actually of which shall be deemed received by Holdings during the period from the date that is 60 days immediately prior to such default and until used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the expiration end of the 10th Business Days after applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied complied with the requirements of each relevant covenant under Section 10.7 that gave rise to such Section Financial Covenant Default as of the relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day period with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) Financial Covenant Default that had occurred shall be deemed cured for each such subsequent fiscal quarter for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters (which, for the avoidance of doubt, shall not include any subsequent fiscal quarter within any applicable one hundred twenty (120) day period). The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section may not be relied 10.7(c), no holder of the Notes shall accelerate its Notes or exercise any of its rights or remedies pursuant to Section 12 solely on for purposes the basis of calculating any financial ratios other than as the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the end of the applicable quarter or fiscal year to Sections 7.03(a) and 7.03(b).which such officer’s certificate relates. HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 7.1(c), in the event that Holdings fails and the Borrower fail or may fail to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b6.17 for any Test Period (beginning with the Test Period ending December 31, 2015), during at any time on or before the period from tenth Business Day after the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements with respect to the fiscal quarter or fiscal year, as applicable, ending on the last day of such Test Period are required to be delivered with respect pursuant to Section 5.1, the applicable fiscal quarter hereunder, Holdings Fortress Funds shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised exercisable no more than five (5) four times during the term of the Loans, this Agreement (iii) the and in each Test Period for which a Cure Right shall not be exercised in consecutive fiscal quartersis exercised, (iv) such proceeds there shall be applied at least two fiscal quarters in which no Cure Right has been exercised), to prepay make, or cause one or more Affiliates of the Loans in accordance Fortress Funds to make, cash contributions to, or purchase common equity or other equity interests not constituting Disqualified Capital Stock of, of Holdings (with Section 2.06(c)(v) and (v) each such Permitted Cure Equity cash or Additional Second Lien Indebtedness shall proceeds of equity to be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect contributed to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue Borrower), in an amount equal to the amount required to cause Holdings and EBITDA, Holdings is the Borrower to be in compliance with the financial covenant set forth in Sections 7.03(aSection 6.17 for such Test Period (the “Cure Amount”) and 7.03(b)apply such Cure Amount to prepay the Term Loans pro rata among the Classes of Term Loans in direct order of maturity of the scheduled remaining Installments of principal of the Term Loans within each Class, Holdings upon which the financial covenant set forth in Section 6.17 shall be deemed recalculated, giving effect to have satisfied the requirements of each such Section as a pro forma increase to Consolidated EBITDA of the relevant date of determination Jefferson Group Members in accordance with the same effect as though there had been no failure definition thereof for the fiscal quarter with respect to comply on which such date, Cure Right was exercised in an amount equal to such Cure Amount (and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred increase shall be deemed cured included in each period that includes such fiscal quarter); provided, however, that such pro forma adjustment to Consolidated EBITDA of the Jefferson Group Members shall be given solely for purposes the purpose of this Agreement. The parties hereby acknowledge determining the existence of a Default or an Event of Default under the covenant set forth in Section 6.17 with respect to any period that this Section may includes the fiscal quarter with respect to which such Cure Right was exercised and not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)purpose under any Loan Document.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Holdings fails Company may present the Required Holders with a reasonably feasible plan for the Company to comply with the requirements offer or sell Equity Interests or raise Indebtedness of the financial covenant set forth in Section 7.03(a) Company or 7.03(b), during the period from the date that is 60 days prior to and until the expiration any of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter its subsidiaries (the “Cure Right”); provided that (i) such , the proceeds are actually of which shall be deemed received by Holdings during the period from the date that is 60 days immediately prior to such default and until used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the expiration of the 10th Business Days after 30-day period above, then, once such plan is submitted, the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied complied with the requirements of each relevant covenant under Section 10.8 that gave rise to such Section Financial Covenant Default as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) Financial Covenant Default that had occurred shall be deemed cured for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such 120-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters. The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section may not be relied 10.6(c), no holder of the Notes shall accelerate its Notes, or exercise any of its rights or remedies pursuant to Section 12 solely on for purposes the basis of calculating any financial ratios other than as the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred twenty (120) calendar days after the end of the applicable quarter or fiscal year to Sections 7.03(a) and 7.03(b)which such officer’s certificate relates.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that Holdings fails Borrowers fail to comply with the requirements Section 6.2 as of the financial covenant set forth in Section 7.03(a) or 7.03(b)end of any fiscal quarter, during the period from the date that is 60 days prior to and until the expiration of the 10th fifteenth (15th) Business Days after Day subsequent to the date on which financial statements are the Compliance Certificate for such fiscal quarter is required to be delivered with respect pursuant to Section 4.1 (the applicable fiscal quarter hereunder“Cure Period”), Holdings Accuray shall have the right to issue equity interests (aother than Disqualified Equity Interests) issue Permitted Cure Equity for cash or otherwise receive cash contributions to (the capital of Holdings or (b) incur Additional Second Lien Indebtednessamount thereof, the “Cure Amount” and to have all the exercise of such cash contributions and Additional Second Lien Indebtedness deemedright, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that provided, (i) such proceeds are actually received by Holdings 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 from then ended; and (iv) no Cure Amount shall exceed $5,000,000; provided further, that (x) Borrower Representative shall give Agent written notice of their intention to exercise the Cure Right prior to the eleventh (11th) Business Day subsequent to the date that the Compliance Certificate for such fiscal quarter is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect (such Business Day, the “Cure Notice Deadline”) and (y) so long as Borrower Representative has given irrevocable written notice to such fiscal quarter hereunder, (ii) 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 exercised more than five (5) times permitted to request any Revolving Loans during the term of the Loans, (iii) Cure Period unless and until the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had Amount has been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)received by Accuray.

Cure Right. In the event that Holdings the Borrower fails to comply with the requirements of the any financial covenant set forth in Section 7.03(a) or 7.03(b)7.03, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days 15th day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings the Borrower shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednessthe Borrower, and to have all of such cash contributions and Additional Second Lien Indebtedness deemedand, for purposes of said Sectionsin each case, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 Borrower no later than 15 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iiid) in each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters during which the Cure Right shall is not be exercised in consecutive fiscal quartersexercised, (ive) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022.05(c)(v). If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings the Borrower is in compliance with the financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) Section 7.03 and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b7.03 (a “Curable Default”), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder(the “Required Contribution Date”), Holdings (i) the Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings the Parent, and, in each case, to contribute any such contributions to the capital of the Borrowers or (bii) incur Additional Second Lien Indebtednessthe Loan Parties and/or their Permitted Holders cause a contribution to be made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to have all of such cash contributions clauses (i) and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarterii), including for purposes of calculating compliance with such Sections as apply the amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than two times in any four fiscal quarter period and five (5) times during the term of the Loans, (iiid) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of this Agreement shall not exceed $10,000,000, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations, terminate the Revolving Credit Commitment or Additional Second Lien Indebtedness shall be designated at exercise any enforcement remedy against the time Loan Parties or any of issuance their Subsidiaries or incurrence for application under any of their respective properties solely as a result of the “Cure Right” pursuant to this Section 9.02existence of the applicable Curable Default. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) Section 7.03 and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised.

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)Financial Covenants, during the period from the date that is 60 days prior to and last day of the applicable fiscal quarter until the expiration of the 10th 15th Business Days after Day subsequent to the date on which financial statements are the certificate calculating such Financial Covenant is required to be delivered with respect pursuant to Section 5.04(c), the applicable fiscal quarter hereunder, Holdings Borrower shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, such Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement (including, for the avoidance of doubt, calculating basket levels, pricing and other items governed by reference to EBITDA), by an amount equal to the Cure Amount; provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to a Cure Right shall not be delivered with respect to such exercised in any two consecutive fiscal quarter hereunderquarters, (ii) the a Cure Right shall not be exercised more than five (5) three times during the term of the LoansAgreement, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with such Financial Covenant, and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right shall not be exercised for determining compliance with the Financial Covenant for the fiscal quarter in consecutive fiscal quarters, (iv) respect of which such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Right is exercised. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAadjustments in this Section 7.03, Holdings is the Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Covenant, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Financial Covenant that had occurred shall be deemed cured cured; provided, that so long as any Default or Event of Default shall be in existence due to failure of the Loan Parties to comply with the Financial Covenant, none of Administrative Agent, any Issuing Bank nor any Lender shall be required to advance any Loans and/or issue any Letters of Credit. In the event that (i) no Event of Default exists other than that arising due to failure of the Borrower to comply with Financial Covenant, and (ii) the Borrower or such Parent Entity, as applicable, shall have delivered to Administrative Agent written notice of its intention to cause Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 30 days prior to, and no later than the tenth day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the Financial Covenant as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the 15th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c) and (y) the date, if any, on which the Borrower or such Parent Entity notifies the Administrative Agent in writing that such Cure Right shall not be exercised, no Default or Event of Default shall be deemed to exist during such period for purposes of this AgreementAgreement and neither the Administrative Agent nor any Lender shall exercise any remedies set forth in Section 7.01 hereof during such period solely as a result of the failure by the Borrower to comply with such Financial Covenant. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).141

Cure Right. In the event that Holdings fails to comply with the requirements The cash proceeds of a sale of, or contribution to, common equity of the financial covenant set forth in Section 7.03(a) Borrower during any fiscal quarter or 7.03(b), during following the period from last day of such fiscal quarter and on or prior to the date day that is 60 days prior to and until the expiration of the 10th 15 Business Days after the date day on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for or, in the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as case of the last Minimum Liquidity Requirement, the day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th 15 Business Days after the date on relevant breach) will, at the request of the Borrower, be included in (x) 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 (1) fiscal quarter in which financial statements are a Specified Equity Contribution is made, (b) no more than three (3) Specified Equity Contributions may be made in the aggregate, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Specified CompaniesBorrower to be delivered 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 determining compliance with the applicable Financial Covenants and except as set forth in clause (e) below, shall not be included for any other purpose and (e) 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 for purposes of determining compliance with the Leverage Ratio Financial Covenant for the fiscal quarter in respect of which such Specified Equity Contribution was made (other than, with respect to any future period, with respect to any portion of such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be Specified Equity Contribution that is actually applied to prepay repay any indebtedness). Upon the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at Administrative Agent’s receipt of a written notice from the time of issuance or incurrence for application under Borrower that the “Cure Right” Borrower intends to exercise its rights pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b7.127.10(d), Holdings 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 be deemed exercise any right to have satisfied accelerate the requirements Loans or exercise any other right of each such Section as foreclosure or take the possession of collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that with this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)7.127.10 .

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11.1, in the event that Holdings fails the Loan Parties fail to comply with the requirements either of the financial covenant set forth covenants contained in Section 7.03(a10.3 (the “Financial Performance Covenants”) or 7.03(b)with respect to any fiscal quarter, during after the period from the date that is 60 days prior to and end of such fiscal quarter until the expiration of 15 Business Days subsequent to the 10th date on which financial statements with respect to the fiscal quarter for which Financial Performance Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)(i), any Specified Holder shall have the right to make a Specified Equity Contribution to Holdings (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days 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)) and notice from the Administrative Borrower to Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the applicable fiscal quarter hereunder, Holdings Financial Performance Covenants shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions be recalculated giving effect to the capital of Holdings or following pro forma adjustments (b) incur Additional Second Lien Indebtedness, and but without regard to have all of such cash contributions and Additional Second Lien any reduction in Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for 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 the Administrative Borrower and its Restricted Subsidiaries (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as determining the amount of the last day of any subsequent fiscal quarter (the “Cure Right”Consolidated Total Debt); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).):

Cure Right. In the event that Holdings fails the Loan Parties fail to comply with the requirements of the any financial covenant set forth in Section 7.03(a) or 7.03(b), during the period from the date that is 60 days prior on which financial statements are required to and be delivered with respect to the applicable fiscal quarter hereunder until the expiration of the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter of the Parent and its Subsidiaries hereunder, Holdings shall have the right to direct or indirect equity holders of Parent (aand/or additional direct or indirect equity holders of Parent) issue shall, directly or indirectly, purchase Permitted Cure Equity for cash or otherwise receive make cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednessthe Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03(a) for such period, (c) the Cure Right shall not be exercised more than five three (53) times during the term of the Loansthis Agreement, (iiid) the Cure Right shall not be exercised in any two consecutive fiscal quartersquarter period of the Parent and its Subsidiaries, (ive) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenant in Section 7.03 or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022.05(c)(vi). If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Loan Parties are in compliance with the financial covenant set forth in Sections Section 7.03(a) and 7.03(b), Holdings the Loan Parties shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections Section 7.03(a) and 7.03(b).shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. 128498985v11

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11.1, in the event that Holdings fails the Loan Parties fail to comply with the requirements either of the financial covenant set forth covenants contained in Section 7.03(a10.3 (the “Financial Performance Covenants”) or 7.03(b)with respect to any fiscal quarter, during after the period from the date that is 60 days prior to and end of such fiscal quarter until the expiration of 15 Business Days subsequent to the 10th date on which financial statements with respect to the fiscal quarter for which Financial Performance Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)(i), any Specified Holder shall have the right to make a Specified Equity Contribution to Holdings (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days 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)) and notice from the Administrative Borrower to the Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the applicable fiscal quarter hereunder, Holdings Financial Performance Covenants shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions be recalculated giving effect to the capital of Holdings or following pro forma adjustments (b) incur Additional Second Lien Indebtedness, and but without regard to have all of such cash contributions and Additional Second Lien any reduction in Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for 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 the Administrative Borrower and its Restricted Subsidiaries (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as determining the amount of the last day of any subsequent fiscal quarter (the “Cure Right”Consolidated Total Debt); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).):

Cure Right. In Notwithstanding anything to the contrary contained herein, in the event that Holdings Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.03(a6.10(b) or 7.03(bat any time (any such day, a “Test Date”), during the period from beginning on the date that is 60 days prior to and first day following the Test Date until the expiration of the 10th Business Days ninetieth (90th) day after the date on which financial statements are required to be delivered with respect to Test Date (the applicable fiscal quarter hereunder“Anticipated Cure Deadline”), Holdings Parent Borrower shall have the right to issue capital stock (a) issue Permitted Cure which, if other than common Equity for cash or otherwise receive cash contributions Interests, shall be in a form reasonably acceptable to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarterBank), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter incur Subordinated Debt or obtain a contribution to its common equity (the “Cure Right”); provided that , and upon receipt by Parent Borrower of such cash (the “Cure Amount”), pursuant to the exercise by Parent Borrower of such Cure Right and request to Bank to effect such recalculation, the minimum cash financial covenant shall be recalculated giving effect to the following pro forma adjustments: (i) such proceeds are actually received unrestricted and unencumbered cash and Cash Equivalents shall be increased by Holdings during an amount equal to the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Cure Amount; (ii) immediately after giving effect to the Cure Right Amount, unrestricted and unencumbered cash and Cash Equivalents maintained in Borrower’s Deposit Accounts with Bank and its Affiliates shall not be exercised more than five equal an amount of at least one hundred and ten percent (5110%) times during the term of the Loans, Obligations; and (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. Ifif, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing calculations, Holdings is Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(brequirements of Section 6.8(b), Holdings Borrower shall be deemed to have satisfied the requirements of each such Section 6.8(b) as of the relevant date of determination Test Date with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the applicable financial covenant that had occurred shall be deemed cured for the purposes of this AgreementAgreement as of the applicable Test Date and shall be deemed to have never existed. The parties hereby acknowledge that this Section may not Notwithstanding anything herein to the contrary (i) the Cure Amount shall be relied on no greater than the amount required for purposes of calculating any financial ratios other than as applicable causing Borrower to comply with Sections 7.03(a6.10(b) and 7.03(b6.10(c)(ii)., (ii) the Cure Amount shall not exceed Five Million Dollars ($5,000,000), (iii) the Cure Right shall only be available if the Parent Borrower’s publicly traded capital stock price per share remains above One Dollars ($1.00) as demonstrated to the satisfaction of Bank and (iv) the Cure Amount cannot exceed the net cash proceeds that the Parent Borrower could reasonably receive at such time through its ATM Facility based on applicable volume trading restrictions at the average ten-day closing price of Parent Borrower’s capital stock on the New York Stock Exchange. Upon Bank’s receipt of a notice from Parent Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the Anticipated Cure Deadline to which such Notice of Intent to Cure relates (i) any Default or Event of Default due to the breach of Section 6.10(b) shall be deemed retroactively not to have occurred, subject to the terms and conditions set forth above; provided that (A) until the Cure Amount is made, an Event of Default shall be deemed to exist for purposes of determining compliance with any conditions precedent to the making of any Credit Extensions and any term or provision of any Loan Documents which prohibits any action to be taken by Borrower or its respective Subsidiaries during the existence of an Event of Default and (B) if the Cure Amount is not made before the Anticipated Cure Deadline, such Default or Event of Default shall be deemed reinstated and (ii) Bank shall not exercise the right to accelerate payment of the Obligations and Bank shall not exercise any right to foreclose on or take possession of the Collateral, in each case solely on the basis of an allegation of an Event of Default having occurred and being continuing under Section 6.10(b) due to failure by Borrower to comply with the requirements of the applicable financial covenants as of the applicable Test Date. 6.11

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 6.01, in the event that Holdings the Company fails to comply with the requirements of the any financial covenant set forth in Section 7.03(a5.07, the Company shall have the right (the “Cure Right”) to arrange for a cash equity contribution by Parent or 7.03(b)any other Permitted Holder (the “Specified Equity Contribution”) in the form of Qualified Capital Stock (or if not Qualified Capital Stock, during in a form reasonably acceptable to the period from Administrative Agent) issued by the date Company to Parent or such Permitted Holder, the proceeds of which shall be contributed to the equity capital of the Company on or prior to the day that is 60 days prior to and until the expiration of the 10th fifteen (15) Business Days after the date on which financial statements are required to be delivered with respect pursuant to the applicable fiscal quarter hereunder, Holdings shall have the right to (aSection 5.01(a) issue Permitted Cure Equity or 5.01(b) for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure RightPeriod”); provided that . The Company shall give written notice (ithe “Cure Notice”) such proceeds are actually received by Holdings during to the period from the date that is 60 days prior to and until the expiration Administrative Agent of its exercise of the 10th Business Days after Cure Right no later than the date on which financial statements are required to be delivered pursuant to Section 5.01(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 respect to the covenants in Section 5.07 at the end of such fiscal quarter hereunderand 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, (iib) the Cure Right shall not be exercised no more than five (5) times Specified Equity Contributions shall be made during the term of the Loansthis Agreement, (iiic) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds amount of any Specified Equity Contribution shall be applied no more than the amount required to prepay cause the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall Company to be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth covenants in Sections 7.03(aSection 5.07 on a pro forma basis, (d) and 7.03(b), Holdings all Specified Equity Contributions shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured disregarded for purposes of any financial ratio determination under this Agreement. The parties hereby acknowledge that this Section may not be relied on Agreement other than for purposes of calculating any financial ratios other than as applicable determining compliance with the covenants in Section 5.07 and (e) to Sections 7.03(a) and 7.03(b)the extent 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.

Cure Right. In (i) Notwithstanding anything to the contrary contained in this Section 9.13, in the event that Holdings fails the Borrowers fail or reasonably believes they will fail to comply with the requirements of the financial covenant set forth in Section 7.03(a9.13(a) or 7.03(b), during (the period from the date that is 60 days prior to and “Financial Covenant”) until the expiration of the 10th day that is ten (10) Business Days after the earlier to occur of (i) the date on which financial statements are the Compliance Certificate calculating such covenants is actually delivered to the Administrative Agent and (ii) the date the Compliance Certificate calculating such covenants is required to be delivered with respect pursuant to the applicable fiscal quarter hereunder, Holdings Section 8.01(d) Administrative Borrower shall have the right to cure (aand shall be deemed to have cured) issue Permitted Cure Equity any Event of Default resulting from such breach if Administrative Borrower issues Capital Stock (other than Disqualified Capital Stock), directly or indirectly, to the equity holders of Administrative Borrower for cash cash, or otherwise receive receives cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter Administrative Borrower (the “Cure Right”); provided that (i) in such proceeds amounts as are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required necessary to be delivered in compliance with the Financial Covenant (the “Cure Amount”), which Cure Amount shall be deemed to increase Consolidated Adjusted EBITDA for such period and shall be so calculated for any subsequent period that includes the Fiscal Quarter in respect to such fiscal quarter hereunder, (ii) of which the Cure Right was exercised. In no event shall the Cure Amount be greater than the amount required for purposes of complying with the Financial Covenant as set forth herein. The Cure Right may not be exercised more than two (2) times in any four (4) consecutive quarterly periods, and not more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).

Cure Right. In the event that Holdings the Issuer fails to comply with the requirements of Section 7.14 (the financial covenant set forth in Section 7.03(a“Financial Covenant”) or 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent calendar month as so required, then for the period beginning on the first day after the end of such fiscal quarter month and ending on the 77 thirtieth (30th) day after the end of such calendar month (the “Cure Period”), the Issuer shall be permitted to cure such failure to comply by receiving a Specified Contribution and by requesting that the Financial Covenant be recalculated by increasing Unrestricted Cash for such calendar month by an amount up to the amount of the Specified Contribution received by the Issuer during the Cure Period (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Issuer shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Covenant, Holdings then Issuer shall be deemed to have satisfied the requirements of each such Section Sections 7.14 as of the relevant date last day of determination the applicable calendar month with the same effect as though there had been no failure to comply with such Financial Covenant on such date, and the applicable breach Default or default Event of such Section 7.03(a) and/or Section 7.03(b) Default with respect to the Financial Covenant that had occurred shall be deemed cured not to have occurred for purposes of this Agreement and the other Note Documents; provided that (a) the Cure Right shall not be exercised more than five times during the term of this Agreement; and (b) the Cure Right shall not be exercised more than two times in any period of four consecutive fiscal quarters. The parties hereby acknowledge that After receipt by the Collateral Agent and the Purchasers of a written notice of the Issuer’s intent to make a Specified Contribution prior to the date required by this Section 8.13, neither the Collateral Agent nor any Purchaser may exercise any rights or remedies under Section 9 (or under any other Note Document, including the imposition of interest at the Default Rate) on the basis of any actual or purported Event of Default arising solely as a result of a breach of the Financial Covenant until and unless the applicable Specified Contribution shall not have been made by the date required to be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)made under this Section 8.13.

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant covenants set forth in Section 7.03(a) or 7.03(b7.03 (a “Curable Default”), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder(the “Required Contribution Date”), Holdings (i) the Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings the Parent, and, in each case, to contribute any such contributions to the capital of the Borrowers or (bii) incur Additional Second Lien Indebtednessthe Loan Parties and/or their Permitted Holders cause a contribution to be made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to have all of such cash contributions clauses (i) and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarterii), including for purposes of calculating compliance with such Sections as apply the amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than two times in any four fiscal quarter period and five (5) times during the term of the Loans, (iiid) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and 119 #97100791v3 a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of this Agreement shall not exceed $10,000,000, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or Additional Second Lien Indebtedness shall be designated at exercise any enforcement remedy against the time Loan Parties or any of issuance their Subsidiaries or incurrence for application under any of their respective properties solely as a result of the “Cure Right” pursuant to this Section 9.02existence of the applicable Curable Default. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) Section 7.03 and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised.

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the any financial covenant set forth in Section 7.03(aclause (b), (c) or 7.03(b)(d) of Section 7.03, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date day on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and Fiscal Quarter hereunder until the expiration of the 10th Business Days day after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderFiscal Quarter, the Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal Quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrowers no later than 10 days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than five (5) 5 times during the term of the Loans, (iiid) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right shall is not be exercised in consecutive fiscal quartersexercised, (ive) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) 2.05(c)(v), and (vf) each such Permitted Cure Equity or Additional Second Lien Indebtedness there shall be designated at no pro forma reduction in Indebtedness with the time proceeds of issuance the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or incurrence for application under determining any pricing, financial covenant based conditions or baskets with respect to the “covenants contained in this Agreement, in each case, in the Fiscal Quarter in which the Cure Right” pursuant to this Section 9.02Right is used or subsequent periods that include such Fiscal Quarter. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the applicable financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).The

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant covenants set forth in Section 7.03(a) or 7.03(b)10.3.1, during the period from the date that is 60 days prior to and until the expiration of the 10th fifth (5th) Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter Fiscal Month hereunder, Holdings NCM (or its direct or indirect parent company) shall have the right to cure such default by delivering to the Agent irrevocable notice of its intent to cure no later than the date on which the financial statements and Compliance Certificate for such Fiscal Month are required to be delivered hereunder (athe “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 Holdings NCM Inc. (or (bits direct or indirect parent company) incur Additional Second Lien Indebtednessfrom its Persons other than the Obligors, and, in each case, to contribute any such cash to the capital of a Borrower, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal quarter proceeds thereof to increase EBITDA with respect to such applicable Fiscal Month (the “Cure Right”)) and for each subsequent period that contains such Fiscal Month; provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th 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 quarter hereunderFiscal Month hereunder (the “Cure Deadline”), (iib) 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 five four (54) times during the term of the Loansthis Agreement, (iii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters, Fiscal Months during any twelve (iv12) such proceeds shall consecutive Fiscal Months and (d) the Cure Amount will be applied to prepay repay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Obligations substantially concurrently upon receipt by a Borrower thereof. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing, Holdings is the Borrowers are in compliance with the financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 10.3.1, Holdings the Borrowers shall be deemed to have satisfied the requirements of each 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 on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 10.3.1 that had occurred shall be deemed cured for purposes of this AgreementAgreement in each case without further action required. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 10.3.1and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence. If Xxxxxxxx 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) and 7.03(b)to the Borrowers under this Agreement shall be permitted until the Cure Right has been exercised or such Default or Event of Default has otherwise been waived. The Cure Amount shall be disregarded 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. In the event that Holdings fails the Borrowers fail to comply with the requirements of the any financial covenant set forth in Section 7.03(aclause (b), (c) or 7.03(b)(d) of Section 7.03, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date day on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and Fiscal Quarter hereunder until the expiration of the 10th Business Days day after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderFiscal Quarter, the Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal Quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrowers no later than 10 days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than five (5) 5 times during the term of the Loans, (iiid) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right shall is not be exercised in consecutive fiscal quartersexercised, (ive) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) 2.05(c)(v), and (vf) each such Permitted Cure Equity or Additional Second Lien Indebtedness there shall be designated at no pro forma reduction in Indebtedness with the time proceeds of issuance the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or incurrence for application under determining any pricing, financial covenant based conditions or baskets with respect to the “covenants contained in this Agreement, in each case, in the Fiscal Quarter in which the Cure Right” pursuant to this Section 9.02Right is used or subsequent periods that include such Fiscal Quarter. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the applicable financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither any Agent nor any Lender may take any action to foreclose on, or take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) and or under any applicable laws on the basis of any actual or 142901395v2 purported Event of Default in respect of Section 7.03(b), (c) or (d) (and any related Default or Event of Default arising therefrom) until the date that is the earlier of (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Administrative Agent receives notice from an Authorized Officer of the Loan Parties that the Cure Right will not be exercised for the applicable period; provided, that during such time, no Lender shall be required to make a Loan hereunder.

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the any financial covenant set forth in Section 7.03(aclause (b), (c) or 7.03(b)(d) of Section 7.03, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date day on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and Fiscal Quarter hereunder until the expiration of the 10th Business Days day after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderFiscal Quarter, the Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal Quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrowers no later than 10 days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than five (5) 5 times during the term of the Loans, (iiid) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right shall is not be exercised in consecutive fiscal quartersexercised, (ive) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) 2.05(c)(v), and (vf) each such Permitted Cure Equity or Additional Second Lien Indebtedness there shall be designated at no pro forma reduction in Indebtedness with the time proceeds of issuance the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or incurrence for application under determining any pricing, financial covenant based conditions or baskets with respect to the “covenants contained in this Agreement, in each case, in the Fiscal Quarter in which the Cure Right” pursuant to this Section 9.02Right is used or subsequent periods that include such Fiscal Quarter. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the applicable financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither the Agent nor any Lender may take any action to foreclose on, or take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) and or under any applicable laws on the basis of any actual or purported Event of Default in respect of Section 7.03(b), (c) or (d) (and any related Default or Event of Default arising therefrom) until the date that is the earlier of (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Agent receives notice from an Authorized Officer of the Loan Parties that the Cure Right will not be exercised for the applicable period; provided, that during such time, no Lender shall be required to make a Loan hereunder.

Cure Right. In Notwithstanding anything to the contrary contained herein, in the event that Holdings fails the Loan Parties fail to comply (x) with the requirements of Section 6.5(a) for any fiscal quarter (the “Applicable Fiscal Quarter”), then until the tenth (10th) Business Day (the “FCCR Cure Notice Deadline”) after the earlier of (a) delivery of the Compliance Certificate for the Applicable Fiscal Quarter, or (b) the due date for delivery of the Compliance Certificate for the Applicable Fiscal Quarter as required by Section 9.7 or 9.8 hereof, or (y) with the requirements of Section 6.5(b) on any date of determination (the “Applicable Liquidity Shortfall Date”), then until the third (3rd) Business Day (the “Liquidity Cure Notice 104 ​ ​ Deadline”) after the Liquidity Shortfall Date, any holder of Equity Interests of AmeriGas or any of its direct or indirect Parents shall have the right to make a contribution to its equity in the form of common equity for cash and contribute the cash proceeds therefrom to AmeriGas and/or AmeriGas shall have the right to issue, obtain or recognize a contribution to its equity in the form of common equity for cash (the “Cure Right”), and upon the receipt by AmeriGas of such cash proceeds (the “Cure Amount”), pursuant to the exercise of such Cure Right, the calculation of Fixed Charge Coverage Ratio as used in the financial covenant set forth in Section 7.03(a6.5(a) or 7.03(b)the calculation of Liquidity shall, during as applicable, be recalculated giving effect to the period from following pro forma adjustments so long as the date that is 60 days prior to and until the expiration cash proceeds of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all exercise of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds Right are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more AmeriGas no later than five (5) times during Business Days after the term of FCCR Cure Notice Deadline or Liquidity Cure Notice Deadline (as applicable, the Loans, (iii“Anticipated Cure Deadline”) and remitted to Agent for application to the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans Obligations in accordance with Section 2.06(c)(v) and the terms hereof (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect without any corresponding reduction to the treatment of such cash contributions Revolving Commitments or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).Maximum Revolving Advance Amount):

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)Financial Covenant, during the period from the date that is 60 days prior to and last day of the applicable fiscal quarter until the expiration of the 10th Business Days after Day subsequent to the date on which financial statements are the certificate calculating such Financial Covenant is required to be delivered with respect pursuant to Section 5.04(c), Holdings, the applicable fiscal quarter hereunder, Holdings Borrower and any Parent Entity shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednesssuch entities, and in each case, to have all of contribute any such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as capital of the last day of any subsequent fiscal quarter Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such in each four consecutive fiscal quarter hereunderperiod there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) the a Cure Right shall not be exercised more than five (5) times during the term of the LoansAgreement, (iii) for purposes of this Section 7.03, the Cure Right Amount shall not be exercised in consecutive fiscal quartersno greater than the amount required for purposes of complying with the Financial Covenant, (iv) such proceeds there shall be applied to prepay no pro forma reduction in Indebtedness with the Loans proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in accordance with Section 2.06(c)(vrespect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) and (v) each such Permitted the Cure Equity or Additional Second Lien Indebtedness Amount shall be designated at not build the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Available Free Cash Flow Amount. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAadjustments in this Section 7.03, Holdings is the Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Covenant, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Financial Covenant that had occurred shall be deemed cured cured. In the event that (i) no Default exists other than that arising due to failure of the Borrower to comply with Financial Covenant, and (ii) Holdings, the Borrower or such Parent Entity, as applicable, shall have delivered to Administrative Agent written notice of its intention to cause Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 15 days prior to, and no later than the fifth day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the Financial Covenant as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the 10th day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c) and (y) the date, if any, on which Holdings, the Borrower or such Parent Entity notifies the Administrative Agent in writing that such Cure Right shall not be exercised, no Default shall be deemed to exist during such period for purposes of this AgreementAgreement and neither the Administrative Agent nor any Lender shall exercise any remedies set forth in Section 7.01 hereof during such period solely as a result of the failure by the Borrower to comply with the Financial Covenant. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).180

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant covenants set forth in Section 7.03(a) or 7.03(band Section 7.03(c), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter month hereunder, Holdings the Administrative Borrower shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednessthe Administrative Borrower, and, in each case, to contribute any such cash to the capital of the Borrowers, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated Revenue or comply with the Liquidity Differential, as applicable with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter month hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated Revenue) such Event of Default under Section 7.03(a) for such period, (c) the Cure Right shall not be exercised more than five (5) 5 times during the term of the Loans, (iiid) in each period of four Fiscal Quarters, there shall be no consecutive Fiscal Quarters during which the Cure Right shall not be exercised in consecutive fiscal quartersis exercised, (ive) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenant in Section 7.03(a) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the Fiscal Quarter in which the Cure Right is used or subsequent periods that include such Fiscal Quarter, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022.05(c)(iii). If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant set forth in Sections Section 7.03(a) and 7.03(b), Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections Section 7.03(a) and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated Revenue referred to in the immediately preceding sentence.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11.1, in the event that Holdings fails the Loan Parties fail to comply with the requirements either of the financial covenant set forth covenants contained in Section 7.03(a10.3 (the “Financial Performance Covenants”) or 7.03(b)with respect to any calendar month, during after the period from the date that is 60 days prior to and end of such calendar month until the expiration of 15 Business Days subsequent to the 10th date on which financial statements with respect to the calendar month for which Financial Performance Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b), any Specified Holder shall have the right to make a Specified Equity Contribution to Holdings (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days after the date on which financial statements with respect to the calendar month for which the Financial Performance Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)) and notice from the Administrative Borrower to the Agent as to the calendar month with respect to which such Cure Amount is made, then the applicable fiscal quarter hereunder, Holdings Financial Performance Covenants shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions be recalculated giving effect to the capital of Holdings following pro forma adjustments (but without regard to any reduction in Indebtedness in such calendar month made with all or (b) incur Additional Second Lien Indebtedness, and to have all any portion of such cash contributions Cure Amount or any portion of the Cure Amount on the balance sheet of the Administrative Borrower and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter its Restricted Subsidiaries (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as determining the amount of the last day of any subsequent fiscal quarter (the “Cure Right”Consolidated Total Debt); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).):

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Holdings fails to comply with Company may present the requirements holders of the financial covenant set forth in Section 7.03(a) Notes with a reasonably feasible plan for the Company to offer or 7.03(b), during the period from the date that is 60 days prior to and until the expiration sell Equity Interests or raise Indebtedness of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash Company or otherwise receive cash contributions to the capital any of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter its subsidiaries (the “Cure Right”); provided that (i) such , the OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT proceeds are actually of which shall be deemed received by Holdings during the period from the date that is 60 days immediately prior to such default and until used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred eighty (180) calendar days after the expiration end of the 10th Business Days after applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied complied with the requirements of each relevant covenant under Section 10.6 that gave rise to such Section Financial Covenant Default as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) Financial Covenant Default that had occurred shall be deemed cured for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such 180-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters. The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section may not be relied 10.6(c), no holder of the Notes shall impose any Default Rate of interest, accelerate its Notes, or exercise any of its rights or remedies pursuant to Section 12 solely on for purposes the basis of calculating any financial ratios other than as the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred eighty (180) calendar days after the end of the applicable quarter or fiscal year to Sections 7.03(a) and 7.03(b)which such officer’s certificate relates.

Cure Right. In the event that Holdings Borrower fails to comply with the requirements of the any financial covenant set forth in Section 7.03(a7.13(a) or 7.03(bSection 7.13(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter calendar month hereunder, Holdings Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednessthe Parent, and, in each case, to contribute any such cash to the capital of Borrower, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal quarter proceeds thereof to prepay the Term Loan with respect to such applicable calendar month (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 Borrower no later than 10 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter calendar month hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.13(a) and Section 7.13(b) for such period, (c) the Cure Right shall not be exercised more than five (5i) two times during any year and (ii) four times during the term of the Loansthis Agreement, (iiid) the Cure Right shall not be exercised in consecutive fiscal quartersmonths, (ive) such proceeds shall not increase Consolidated Adjusted EBITDA and (f) such proceeds shall be applied to prepay the Loans Term Loan in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022.02(b)(v). If, after giving effect to the treatment foregoing pro forma adjustment to Consolidated Total Debt for such repayment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAthe Term Loan, Holdings Borrower is in compliance with the financial covenant covenants set forth in Sections 7.03(aSection 7.13(a) and 7.03(bSection 7.13(b), Holdings Borrower shall be deemed to have satisfied the requirements of each such Section Sections as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a7.13(a) and/or and Section 7.03(b7.13(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 8.05 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 7.13(a) and 7.03(b)Section 7.13(b) and shall not result in any adjustment to any amounts other than the amount of the Consolidated Total Debt referred to in the immediately preceding sentence.

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the any financial covenant set forth in Section 7.03(a) or 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter month hereunder, Holdings the Administrative Borrower shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednessthe Administrative Borrower, and, in each case, to contribute any such cash to the capital of the Borrowers, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “"Cure Right”"); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter month hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03(a) for such period, (c) the Cure Right shall not be exercised more than five (5) 4 times during the term of the Loans, (iiid) in each period of four Fiscal Quarters, there shall be no consecutive Fiscal Quarters during which the Cure Right shall not be exercised in consecutive fiscal quartersis exercised, (ive) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenant in Section 7.03(a) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the Fiscal Quarter in which the Cure Right is used or subsequent periods that include such Fiscal Quarter, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022.05(c)(iii). If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant set forth in Sections Section 7.03(a) and 7.03(b), Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections Section 7.03(a) and 7.03(b).shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. 120

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant covenants set forth in Section 7.03(a) or 7.03(b7.03 (a “Curable Default”), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder(the “Required Contribution Date”), Holdings (i) the Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings the Parent, and, in each case, to contribute any such contributions to the capital of the Borrowers or (bii) incur Additional Second Lien Indebtednessthe Loan Parties and/or their Permitted Holders cause a contribution to be made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to have all of such cash contributions clauses (i) and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarterii), including for purposes of calculating compliance with such Sections as apply the amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Borrowers no later than 10 Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than two times in any four fiscal quarter period and five (5) times during the term of the Loans, (iiid) the Cure Right shall not be exercised in consecutive fiscal quarters, (e) such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of this Agreement shall not exceed $10,000,000, and (f) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity 2.05(c)(ix). Until the Required Contribution Date, neither Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or Additional Second Lien Indebtedness shall be designated at exercise any enforcement remedy against the time Loan Parties or any of issuance their Subsidiaries or incurrence for application under any of their respective properties solely as a result of the “Cure Right” pursuant to this Section 9.02existence of the applicable Curable Default. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this 137 #97889169v6 Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) Section 7.03 and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised.

Cure Right. In the event that Holdings Parent fails to comply with the requirements of the financial covenant any Financial Covenant set forth in Section 7.03(a9.01(a) or 7.03(bSection 9.01(b), during the period from the last date that is 60 days prior to and of the applicable Test Period until the expiration of the 10th tenth (10th) Business Days Day after the date on which financial statements are required to be delivered with respect to applicable Test Date hereunder (the applicable fiscal quarter hereunder“Cure Expiration Date”), Holdings Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Holdings or (b) incur Additional Second Lien Indebtedness, Parent and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter Test Date hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iiie) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right shall not be exercised for purposes of determining compliance with the financial covenants in consecutive Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quartersquarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (ivf) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v3.04(b)(vii) and (vg) each until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such Permitted failure is not cured on or prior to the Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Expiration Date. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings Parent is in compliance with the financial covenant covenants set forth in Sections 7.03(aSection 9.01(a) and 7.03(bSection 9.01(b), Holdings Parent shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a9.01(a) and/or and Section 7.03(b9.01(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 9.01(a) and 7.03(b).Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence. 107

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 7.1(c), in the event that Holdings fails and the Borrower fail or may fail to comply with the requirements of the financial covenant set forth in Section 7.03(a) 6.1 for any Test Period, at any time on or 7.03(b), during before the period from tenth Business Day after the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements with respect to the fiscal quarter or fiscal year, as applicable, ending on the last day of such Test Period are required to be delivered with respect pursuant to Section 5.1, the applicable fiscal quarter hereunder, Holdings Fortress/Grove Funds shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised exercisable no more than five (5) times during the term of the Loans, this Agreement (iii) the and in each Test Period for which a Cure Right shall not be exercised in consecutive fiscal quartersis exercised, (iv) such proceeds there shall be applied at least two fiscal quarters in which no Cure Right has been exercised), to prepay make, or cause one or more Affiliates of the Loans in accordance Fortress/Grove Funds to make, cash contributions to, or purchase common equity or other equity interests not constituting Disqualified Capital Stock of, of Holdings (with Section 2.06(c)(v) and (v) each such Permitted Cure Equity cash or Additional Second Lien Indebtedness shall proceeds of equity to be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect contributed to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue Borrower) in an amount equal to the amount required to cause Holdings and EBITDA, Holdings is the Borrower to be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(bSection 6.1 for such Test Period (the “Cure Amount”), Holdings upon which the covenants set forth in Section 6.1 shall be deemed recalculated, giving effect to have satisfied the requirements of each such Section as a pro forma increase to Consolidated EBITDA of the relevant date of determination Intrawest Group Members in accordance with the same effect as though there had been no failure definition thereof for the fiscal quarter with respect to comply on which such date, Cure Right was exercised in an amount equal to such Cure Amount (and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred increase shall be deemed cured included in each period that includes such fiscal quarter); provided, however, that such pro forma adjustment to Consolidated EBITDA of the Intrawest Group Members shall be given solely for purposes the purpose of this Agreementdetermining the existence of a Default or an Event of Default under the covenants set forth in Section 6.1 with respect to any period that includes the fiscal quarter with respect to which such Cure Right was exercised and not for any other purpose under any Loan Document. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).146

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the any financial covenant set forth in Section 7.03(aclause (b), (c) or 7.03(b)(d) of Section 7.03, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date day on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and Fiscal Quarter hereunder until the expiration of the 10th Business Days day after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderFiscal Quarter, the Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of the Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA and Unadjusted EBITDA with respect to such applicable Fiscal Quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrowers no later than 10 days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) such Event of Default under Section 7.03 for such period, (c) the Cure Right shall not be exercised more than five (5) 5 times during the term of the Loans, (iiid) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right shall is not be exercised in consecutive fiscal quartersexercised, (ive) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) 2.05(c)(v), and (vf) each such Permitted Cure Equity or Additional Second Lien Indebtedness there shall be designated at no pro forma reduction in Indebtedness with the time proceeds of issuance the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or incurrence for application under determining any pricing, financial covenant based conditions or baskets with respect to the “covenants contained in this Agreement, in each case, in the Fiscal Quarter in which the Cure Right” pursuant to this Section 9.02Right is used or subsequent periods that include such Fiscal Quarter. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the applicable 137907439v16 financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither any Agent nor any Lender may take any action to foreclose on, or take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) and or under any applicable laws on the basis of any actual or purported Event of Default in respect of Section 7.03(b), (c) or (d) (and any related Default or Event of Default arising therefrom) until the date that is the earlier of (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Administrative Agent receives notice from an Authorized Officer of the Loan Parties that the Cure Right will not be exercised for the applicable period; provided, that during such time, no Lender shall be required to make a Loan hereunder.

Cure Right. In Notwithstanding anything to the contrary contained in Section 11 , in the event that Holdings Borrower fails to comply with the requirements of the financial covenant set forth covenants contained in Section 7.03(a10.02(a) or 7.03(bthrough (e) (such covenants for such applicable periods being the “ Specified Financial Covenants ”), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings Borrower shall have the right within [***] days of the end of the respective calendar year to apply cash on hand (other than cash proceeds from the Loans or any Permitted Priority Debt) or proceeds from the issuance of additional shares of Equity Interests (other than Disqualified Equity), Permitted Cure Debt or any licensing, corporate collaboration, development or similar transactions in an amount equal to (ax) issue Permitted Cure Equity for cash or otherwise receive cash contributions to two (2) multiplied by (y) the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Minimum Required Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter less Borrower’s annual Revenue (the ““ Cure RightAmount ”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 2.06(c)(v3.03(a) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing prepayment, Holdings is Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Specified Financial Covenants, Holdings Borrower shall be deemed to have satisfied the requirements of each such Section the Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Specified Financial Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of this Agreement. The parties hereby acknowledge that doubt, Borrower shall comply with Section 10.01 at all times and this Section may not be relied on for purposes of calculating any financial ratios other than as applicable 10.03 shall apply only to Sections 7.03(a) the Specified Financial Covenants. [***] Certain information in this document has been omitted and 7.03(b)filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that Holdings fails Borrowers fail to comply with the requirements Section 6.2 as of the financial covenant set forth in Section 7.03(a) or 7.03(b)end of any fiscal quarter, during the period from the date that is 60 days prior to and until the expiration of the 10th fifteenth (15th) Business Days after Day subsequent to the date on which financial statements are the Compliance Certificate for such fiscal quarter is required to be delivered with respect pursuant to Section 4.1 (the applicable fiscal quarter hereunder“Cure Period”), Holdings Accuray shall have the right to issue equity interests (aother than Disqualified Equity Interests) issue Permitted Cure Equity for cash or otherwise receive cash contributions to (the capital of Holdings or (b) incur Additional Second Lien Indebtednessamount thereof, the “Cure Amount” and to have all the exercise of such cash contributions and Additional Second Lien Indebtedness deemedright, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that provided, (i) such proceeds are actually received by Holdings 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 from then ended; (iv) no Cure Amount shall exceed $5,000,000; and (v) the Cure Right must be exercised under this Agreement and the Affiliated Credit Agreement concurrently; provided further, that (x) Borrower Representative shall give Agent written notice of their intention to exercise the Cure Right prior to the eleventh (11th) Business Day subsequent to the date that the Compliance Certificate for such fiscal quarter is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect (such Business Day, the “Cure Notice Deadline”) and (y) so long as Borrower Representative has given irrevocable written notice to such fiscal quarter hereunder, (ii) 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 exercised more than five (5) times permitted to request the second advance of the Term Loan during the term of the Loans, (iii) Cure Period unless and until the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had Amount has been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)received by Accuray.

Cure Right. In Notwithstanding anything to the contrary contained in this Article VIII, in the event that Holdings the Borrower fails (or, but for the operation of this paragraph, would fail) to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)a Financial Covenant, during the period from the date that is 60 days prior to and last day of the applicable fiscal quarter until the expiration of the 10th 15th Business Days after Day subsequent to the date on which financial statements are the Compliance Certificate for such fiscal quarter calculating such Financial Covenant is required to be delivered with respect pursuant to Section 6.02(b) (the applicable fiscal quarter hereunder“Cure Period”), Holdings the Borrower shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or Securities (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and including for the avoidance of doubt, only doubt additional shares of Series D Preferred Stock) for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter cash (the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, such Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any four-quarter period that contains such fiscal quarter, solely for the purpose of measuring such Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided provided, that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such in each four consecutive fiscal quarter hereunderperiod there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) the a Cure Right shall not be exercised more than five (5) times during the term of the Loansthis Agreement, (iii) for purposes of this Article VIII, the Cure Amount shall be not be given effect in an amount greater than the amount required for purposes of complying with such Financial Covenant, and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right shall not for determining compliance with such Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of Unrestricted Cash and Cash Equivalents) (other than, to the extent such Cure Amount is actually utilized as a prepayment, such reduction in Indebtedness will be exercised taken into account in consecutive the fiscal quarters, (iv) periods ending after such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02fiscal quarter). If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAadjustments in this paragraph, Holdings is the Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of such Financial Covenant, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of Default with respect to such Section 7.03(a) and/or Section 7.03(b) Financial Covenant that had would have occurred but for this paragraph shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that During the Cure Period set forth in this Section may 8.04, upon receipt by the Administrative Agent of written notice from the Borrower that it intends to exercise its Cure Right pursuant to this Section 8.04 for such period, any resultant Event of Default or potential Event of Default that arises solely as a result of non-compliance with Section 7.14 shall be deemed retroactively to have not occurred, and the Lenders shall not be relied permitted to accelerate the Loans or any other Obligations held by them and the Administrative Agent and the Lenders shall not be permitted to exercise remedies against the Collateral, in each case to the extent such acceleration or such exercise of remedies is based solely on a failure to comply with the requirements of Section 7.14 for purposes such period, unless and until such Cure Period shall have passed without the Borrower exercising its Cure Right for such fiscal period prior to the expiration of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)such Cure Period.

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th 15th Business Days Day after the date on which the applicable financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings the Parent (or its direct or indirect parent company) shall have the right to (a) issue Permitted Cure Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings the Parent (or (b) incur Additional Second Lien Indebtednessits direct or indirect parent company), and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Parent no later than fifteen (15) Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderhereunder (the “Cure Deadline”), (iib) the amount added to Consolidated EBITDA does not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such failure to comply with the financial covenant set forth in Section 7.03(a) for such period (the “Cure Amount”), (c) the Cure Right shall not be exercised more than five (5) 3 times during the term of the Loansthis Agreement, (iiid) the Cure Right shall not be exercised more than 2 times during any 4 consecutive fiscal quarters, (e) the Cure Right shall not be exercised in consecutive fiscal quarters, and (ivf) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.022.05(c)(v). If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith for the applicable fiscal quarter), Holdings the Borrower is in compliance with the any financial covenant set forth in Sections Section 7.03(a) and 7.03(b), Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections Section 7.03(a) and 7.03(b)shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding anything else herein to the contrary, if the Borrower shall have delivered to the Agents a written notice prior to the Cure Deadline of the Borrower’s intent to exercise a Cure Right, then upon receipt of such notice until the expiration of the Cure Deadline, the Lenders and Agents shall refrain from exercising any rights or remedies with respect to such Event of Default that may be cured.

Cure Right. In Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings Borrower fails to comply with the requirements of the financial covenant set forth covenants contained in Section 7.03(a10.02(a) or 7.03(bthrough (e) (such covenants for such applicable periods being the “Specified Financial Covenants”), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings Borrower shall have the right within [***] days of the end of the respective calendar year to apply cash on hand (other than cash proceeds from the Loans or any Permitted Priority Debt) or proceeds from the issuance of additional shares of Equity Interests (other than Disqualified Equity), Permitted Cure Debt or any licensing, corporate collaboration, development or similar transactions in an amount equal to (ax) issue Permitted Cure Equity for cash or otherwise receive cash contributions to two (2) multiplied by (y) the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Minimum Required Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter less Borrower’s annual Revenue (the “Cure RightAmount”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.023.03(a). If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing prepayment, Holdings is Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Specified Financial Covenants, Holdings Borrower shall be deemed to have satisfied the requirements of each such Section the Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Specified Financial Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of this Agreement. The parties hereby acknowledge that doubt, Borrower shall comply with Section 10.01 at all times and this Section may not be relied on for purposes of calculating any financial ratios other than as applicable 10.03 shall apply only to Sections 7.03(a) the Specified Financial Covenants. [***] Certain information in this document has been omitted and 7.03(b)filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)Financial Covenant, during the period from the date that is 60 days prior to and last day of the applicable fiscal quarter until the expiration of the 10th Business Days after Day subsequent to the date on which financial statements are the certificate calculating such Financial Covenant is required to be delivered with respect pursuant to Section 5.04(c), Holdings, the applicable fiscal quarter hereunder, Holdings Borrower and any Parent Entity shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednesssuch entities, and in each case, to have all of contribute any such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as capital of the last day of any subsequent fiscal quarter Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such in each four consecutive fiscal quarter hereunderperiod there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) the a Cure Right shall not be exercised more than five (5) times during the term of the LoansAgreement, (iii) for purposes of this Section 7.03, the Cure Right Amount shall not be exercised in consecutive fiscal quartersno greater than the amount required for purposes of complying with the Financial Covenant, (iv) such proceeds there shall be applied to prepay no pro forma reduction in Indebtedness with the Loans proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in accordance with Section 2.06(c)(vrespect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) and (v) each such Permitted the Cure Equity or Additional Second Lien Indebtedness Amount shall be designated at not build the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Available Free Cash Flow Amount. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAadjustments in this Section 7.03, Holdings is the Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Covenant, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Financial Covenant that had occurred shall be deemed cured cured. In the event that (i) no Default exists other than that arising due to failure of the Borrower to comply with Financial Covenant, and (ii) Holdings, the Borrower or such Parent Entity, as applicable, shall have delivered to Administrative Agent written notice of its intention to cause Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 15 days prior to, and no later than the fifth day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the Financial Covenant as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the 10th day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c) and (y) the date, if any, on which Holdings, the Borrower or such Parent Entity notifies the Administrative Agent in writing that such Cure Right shall not be exercised, no Default shall be deemed to exist during such period for purposes of this AgreementAgreement and neither the Administrative Agent nor any Lender shall exercise any remedies set forth in Section 7.01 hereof during such period solely as a result of the failure by the Borrower to comply with the Financial Covenant. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).162

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11.1, in the event that Holdings fails the Loan Parties fail to comply with the requirements either of the financial covenant set forth covenants contained in Section 7.03(a10.3 (the “Financial Performance Covenants”) or 7.03(b)with respect to any fiscal quarter, during after the period from the date that is 60 days prior to and end of such fiscal quarter until the expiration of 15 Business Days subsequent to the 10th date on which financial statements with respect to the fiscal quarter for which Financial Performance Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b), any Specified Holder shall have the right to make a Specified Equity Contribution to Holdings (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days 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)) and notice from the Administrative Borrower to the Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the applicable fiscal quarter hereunder, Holdings Financial Performance Covenants shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions be recalculated giving effect to the capital of Holdings or following pro forma adjustments (b) incur Additional Second Lien Indebtedness, and but without regard to have all of such cash contributions and Additional Second Lien any reduction in Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for 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 the Administrative Borrower and its Restricted Subsidiaries (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as determining the amount of the last day of any subsequent fiscal quarter (the “Cure Right”Consolidated Total Debt); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).):

Cure Right. In the event that Holdings fails the Borrowers fail to comply with the requirements of the any financial covenant set forth in Section 7.03(a) or 7.03(b)7.03, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days fifth (5th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter Fiscal Quarter hereunder, Holdings the Parent shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednessthe Parent, and, in each case, to contribute any such cash to the capital of the Parent, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for apply the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as amount of the last day of any subsequent fiscal quarter proceeds thereof to increase Consolidated EBITDA with respect to such applicable Fiscal Quarter (the “"Cure Right”"); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 Parent no later than 5 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 7.03 for such period, (c) such proceeds do not exceed 15% of Consolidated EBITDA of the Parent and its Subsidiaries for the immediately preceding four (4) Fiscal Quarter period, (d) the Cure Right shall not be exercised more than five four (54) times during the term of the Loansthis Agreement, (iiie) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (f) the aggregate amount of all Cure Right proceeds during the term of this Agreement shall not be exercised in consecutive fiscal quartersexceed $3,000,000, (ivg) all Cure Right contributions shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained herein, (h) there shall be no pro forma reduction in Indebtedness with the proceeds of any Cure Right for determining compliance with the financial covenants for such twelve month period (either through repayment or netting) and (i) such proceeds shall be immediately applied to prepay the Loans in accordance with Section 2.06(c)(v) Term Loan and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness applied to the inverse order of maturity and the Borrowers shall be designated at pay the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Applicable Prepayment Premium. If, after giving effect to the treatment foregoing pro forma adjustment (but not, for the avoidance of such cash contributions or Additional Second Lien doubt, giving pro forma adjustment to any repayment of Indebtedness as Revenue and EBITDAin connection therewith), Holdings is the Borrowers are in compliance with the financial covenant covenants set forth in Sections 7.03(a) and 7.03(b)Section 7.03, Holdings the Borrowers shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) Section 7.03 and 7.03(b).shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. - 148 -

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Holdings fails to comply with Company may present the requirements holders of the financial covenant set forth in Section 7.03(a) Notes with a reasonably feasible plan for the Company to offer or 7.03(b), during the period from the date that is 60 days prior to and until the expiration sell Equity Interests or raise Indebtedness of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash Company or otherwise receive cash contributions to the capital any of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter its subsidiaries (the “Cure Right”); provided that (i) such , the proceeds are actually of which shall be deemed received by Holdings during the period from the date that is 60 days immediately prior to such default and until used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred eighty (180) calendar days after the expiration end of the 10th Business Days after applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied complied with the requirements of each relevant covenant under Section 10.6 that gave rise to such Section Financial Covenant Default as of the relevant date of determination and each subsequent fiscal quarter within such one hundred eighty (180) day period with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) Financial Covenant Default that had occurred shall be deemed cured for each such subsequent fiscal quarter for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred eighty (180) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters (which, for the avoidance of doubt, shall not include any subsequent fiscal quarter within any applicable one hundred eighty (180) day period). BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section may not be relied 10.6(c), no holder of the Notes shall impose any Default Rate of interest, accelerate its Notes, or exercise any of its rights or remedies pursuant to Section 12 solely on for purposes the basis of calculating any financial ratios other than as the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred eighty (180) calendar days after the expiration of the end of the applicable quarter or fiscal year to Sections 7.03(a) and 7.03(b)which such officer’s certificate relates.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Holdings fails to comply with Company may present the requirements holders of the financial covenant set forth in Section 7.03(a) Notes with a reasonably feasible plan for the Company to offer or 7.03(b), during the period from the date that is 60 days prior to and until the expiration sell Equity Interests or raise Indebtedness of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash Company or otherwise receive cash contributions to the capital any of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter its Subsidiaries (the “Cure Right”); provided that (i) such , the proceeds are actually of which shall be deemed received by Holdings during the period from the date that is 60 days immediately prior to such default and until used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the expiration end of the 10th Business Days after applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied complied with the requirements of each relevant covenant under Section 10.7 that gave rise to such Section Financial Covenant Default as of the relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day period with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) Financial Covenant Default that had occurred shall be deemed cured for each subsequent fiscal quarter for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such 120-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters (which, for the avoidance of doubt, shall not include any subsequent fiscal quarter within any applicable 120-day period). AG Twin Brook Capital Income Fund Master Note Purchase Agreement The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section may not be relied 10.7(d), no holder of the Notes shall impose any Default Rate of interest, accelerate its Notes or exercise any of its rights or remedies pursuant to Section 12 solely on for purposes the basis of calculating any financial ratios other than as the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the end of the applicable quarter or fiscal year to Sections 7.03(a) and 7.03(b)which such officer’s certificate relates.

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)Financial Covenant, during the period from the date that is 60 days prior to and last day of the applicable fiscal quarter until the expiration of the 10th Business Days after Day subsequent to the date on which financial statements are the certificate calculating such Financial Covenant is required to be delivered with respect pursuant to Section 5.04(c), Holdings, the applicable fiscal quarter hereunder, Holdings Borrower and any Parent Entity shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtednesssuch entities, and in each case, to have all of contribute any such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as capital of the last day of any subsequent fiscal quarter Borrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such in each four consecutive fiscal quarter hereunderperiod there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) the a Cure Right shall not be exercised more than five (5) times during the term of the LoansAgreement, (iii) for purposes of this Section 7.03, the Cure Right Amount shall not be exercised in consecutive fiscal quartersno greater than the amount required for purposes of complying with the Financial Covenant, (iv) such proceeds there shall be applied to prepay no pro forma reduction in Indebtedness with the Loans proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in accordance with Section 2.06(c)(vrespect of which such Cure Right is exercised (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) and (v) each such Permitted the Cure Equity or Additional Second Lien Indebtedness Amount shall be designated at not build the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Available Free Cash Flow 181 Amount. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAadjustments in this Section 7.03, Holdings is the Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Covenant, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Financial Covenant that had occurred shall be deemed cured cured. In the event that (i) no Default exists other than that arising due to failure of the Borrower to comply with Financial Covenant, and (ii) Holdings, the Borrower or such Parent Entity, as applicable, shall have delivered to Administrative Agent written notice of its intention to cause Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 15 days prior to, and no later than the fifth day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the Financial Covenant as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the 10th day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c) and (y) the date, if any, on which Holdings, the Borrower or such Parent Entity notifies the Administrative Agent in writing that such Cure Right shall not be exercised, no Default shall be deemed to exist during such period for purposes of this Agreement. The parties hereby acknowledge that this Agreement and neither the Administrative Agent nor any Lender shall exercise any remedies set forth in Section may not be relied on for purposes 7.01 hereof during such period solely as a result of calculating any financial ratios other than as applicable the failure by the Borrower to Sections 7.03(a) and 7.03(b)comply with the Financial Covenant.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 10.1, in the event that Holdings fails the Loan Parties fail to comply with the requirements of the financial covenant set forth contained in Section 7.03(a9.3 (the “Financial Performance Covenant”) or 7.03(b)with respect to any fiscal quarter, during after the period from the date that is 60 days prior to and end of such fiscal quarter until the expiration of 15 Business Days subsequent to the 10th 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 9.1.1(a) or (b), any Specified Holder shall have the right to make a Specified Equity Contribution to Holdings (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business 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 9.1.1(a) or (b)) and notice from the Administrative Borrower to Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the applicable fiscal quarter hereunder, Holdings Financial Performance Covenant shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions be recalculated giving effect to the capital of Holdings following pro forma adjustments (but without regard to any pro forma or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien actual reduction in Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for in such fiscal quarter made with all 214 or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of the Administrative Borrower and its Restricted Subsidiaries (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as determining the amount of Consolidated Total Debt), provided that, to the extent any portion of the last day of any subsequent fiscal quarter (Cure Amount is actually used to repay Indebtedness, such repayment and the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds effects thereof shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence regarded for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for all purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating Agreement in any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).quarter following the quarter in which such Cure Right was exercised):

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b6.10(i), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after Day subsequent to the date on which the financial statements are required to be delivered with respect pursuant to Section 5.01(a) or 5.01(b), as applicable, for the applicable fiscal quarter hereunderTest Period (the “Cure Expiration Date”), Holdings (or any direct or indirect parent thereof) shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to (or in the case of any direct or indirect parent of Holdings, receive equity interests in Holdings for its cash contributions to) the capital of Holdings or (b) incur Additional Second Lien Indebtednesscollectively, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that , and upon contribution by Holdings of such cash in return for common Equity Interests of the Borrower (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the First Lien Leverage Ratio under Section 6.10(i) shall be recalculated giving effect to the following pro forma adjustments: (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to Consolidated EBITDA shall be delivered increased with respect to such applicable fiscal quarter hereunderand any Test Period that contains such fiscal quarter, solely for the purpose of measuring the First Lien Leverage Ratio under Section 6.10(i) and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) Consolidated Total Debt shall be decreased for purposes of determining compliance with Section 6.10(i) for any future Test Period solely to the extent proceeds of the Cure Amount are actually applied to prepay any Term Loans under this Agreement, and in no event shall any reduction be given effect during the fiscal quarter with regard to which the Cure Right shall not be exercised more than five (5) times during the term of the Loans, is exercised; and (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. Ifif, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing pro forma adjustments, Holdings is the Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(bSection 6.10(i), Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section 6.10(i) as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b6.10(i) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters during which the Cure Right is not exercised, (i) there shall be no more than five Cure Rights exercised during the term of this Section may not Agreement, (iii) the Cure Amount shall be relied on no greater than the amount required for purposes of calculating any financial ratios other than as applicable to Sections 7.03(acomplying with Section 6.10 and (iv) and 7.03(b).all Cure Amounts shall be disregarded for purposes of

Cure Right. In the event that Holdings fails to comply For purposes of determining compliance with the requirements 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 financial covenant set forth Borrowers, in Section 7.03(a) each case, after the last day of any Fiscal Quarter and on or 7.03(b), during prior to the period from the date day that is 60 days prior to and until the expiration of the 10th ten (10) Business Days after the date day on which financial statements are required to be delivered with respect to for such Fiscal Quarter will, at the applicable fiscal quarter hereunderrequest of Holdings, Holdings shall have be included in the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital calculation of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, EBITDA for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating determining compliance with such Sections as financial covenants for the applicable Fiscal Quarter and applicable subsequent periods (any such equity contribution so included in the calculation of the last day of any subsequent fiscal quarter (the EBITDA, a “Cure RightSpecified Equity Contribution”); provided that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunderany four Fiscal Quarter period, (ii) in the Cure Right shall not be exercised more than five (5) times event the aggregate amount of all Specified Equity Contributions during the term four Fiscal Quarter period ending as of the Loansapplicable date of measurement exceeds $3,000,000 (all such additional amounts above $3,000,000, “Excess Specified Equity Contributions”), one hundred percent (iii100%) of the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds Excess Specified Equity Contribution shall be applied promptly used by the Borrowers to prepay the Term Loans as set forth in accordance with Section 2.06(c)(v1.5(e)), (b) and (v) each such Permitted Cure the amount of any Specified Equity or Additional Second Lien Indebtedness Contribution shall not exceed the amount required to cause the Borrowers to be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with such financial covenants, and (c) all Specified Equity Contributions will be used solely for curing the applicable financial covenant 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 Sections 7.03(athe foregoing subclause (a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on disregarded for purposes of calculating any the financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)covenants for the Fiscal Quarter for which such Specified Equity Contribution is made.