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 (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that Holdings the Company fails to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)6.12, 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 financial statements are the certificate calculating the Fixed Charge Coverage Ratio is required to be delivered with respect pursuant to the applicable fiscal quarter hereunderSection 5.01(d), 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 or for existing Equity Interests to the Company (the “Cure Amount”) pursuant to the exercise by the Company of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) 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 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 Fixed Charge Coverage Ratio under Section 6.12 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) 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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing pro forma adjustments, Holdings is the Company shall then be in compliance with Section 6.12, the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied the requirements of each such Section 6.12 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) 6.12 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may . (b) Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be at least two fiscal quarters during which the Cure Right is not exercised, (ii) the Cure Amount shall be relied on no greater than the amount required for purposes of calculating complying with Section 6.12 and (iii) all Cure Amounts shall be disregarded for purposes of determining any financial baskets or ratios with respect to the other than as applicable to Sections 7.03(a) and 7.03(b)covenants contained in the Loan Documents.

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 11, in the event that Holdings the Borrower fails to comply with the requirements Financial Performance Covenant with respect to a Test Period, after the completion of the financial covenant set forth last fiscal quarter in Section 7.03(a) or 7.03(b), during the period from the date that is 60 days prior Test Period to and which such Financial Performance Covenant applies until the expiration of the 10th Business Days after Day subsequent to the date on which financial statements are the certificate calculating the Financial Performance Covenant with respect to such Test Period is required to be delivered with respect pursuant to Section 9.1(d) (such period commencing after the Test Period and prior to the applicable fiscal quarter hereunderend of such ten Business Day period, Holdings shall have the right to (a) issue “Cure Period”), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Cure Equity Issuance for cash (or otherwise receive a capital contribution in cash contributions to the Parent) and contribute such amount to the common equity capital of Holdings or the Borrower (b) incur Additional Second Lien Indebtedness, and to have all including through a capital contribution of such cash contributions and Additional Second Lien Indebtedness deemedproceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, 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 the receipt by the Borrower of such cash common equity (the “Cure Amount”) the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for such proceeds are actually received by Holdings during Test Period (the period from “Initial Test Period”) and applicable subsequent Test Periods which include the date that is 60 days prior to and until the expiration last fiscal quarter of the 10th Business Days after Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Cure Amount; and (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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, 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 Performance Covenant, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section the Financial Performance 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 Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge ; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to Sections 7.03(acompliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and 7.03(b)(iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 9.1, in the event that Holdings fails the Credit Parties fail to comply with the requirements of the financial covenant set forth contained in Section 7.03(a7.12 (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 the 10th Business Days day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the 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 reduction in Indebtedness made with all or (b) incur Additional Second Lien Indebtedness, and to have all any portion 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 Cure Amount or any portion of the last day Cure Amount on the balance sheet of any subsequent fiscal quarter (the “Cure Right”); provided that Parent Borrower and its Restricted Subsidiaries): (i) such proceeds are actually received by Holdings during EBITDA shall be increased, solely for the period purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from the date that is 60 days prior to and until the expiration a breach of the 10th Business Days after Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the date on which financial statements are required to be delivered with respect to Cure Amount for such fiscal quarter hereunder, Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Credit Parties shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Performance Covenant, Holdings the Credit Parties shall be deemed to have satisfied the requirements of each such Section the Financial Performance 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 no breach or default of such Section 7.03(a) and/or Section 7.03(b) that had the Financial Performance Covenant shall have been deemed to have occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Section Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may not be relied on for purposes of calculating any financial ratios (other than as applicable to Sections 7.03(athe Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and 7.03(b)shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. During the period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.

Cure Right. 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 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 9.1, in the event that Holdings fails the Credit Parties fail to comply with the requirements of the financial covenant set forth contained in Section 7.03(a7.10 (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 the 10th Business Days day subsequent to the 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 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenants are being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the fiscal quarter 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 reduction in Indebtedness 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 Parent Borrower and Additional Second Lien Indebtedness deemedits Restricted Subsidiaries): (i) EBITDA shall be increased, solely for purposes the purpose of said Sectionsmeasuring the Financial Performance Covenants and determining the existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to be both Revenue and EBITDA the Cure Amount for such fiscal quarter (and for the avoidance of doubt, only for any four fiscal quarter period that contains 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, and (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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Credit Parties shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Performance Covenant, Holdings the Credit Parties shall be deemed to have satisfied the requirements of each such Section the Financial Performance 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 no breach or default of such Section 7.03(a) and/or Section 7.03(b) that had the Financial Performance Covenant shall have been deemed to have occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Section Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may not be relied on for purposes of calculating any financial ratios (other than as applicable to Sections 7.03(athe Financial Performance Covenants for purposes of increasing EBITDA as provided in subclause (a), above) or any available basket or thresholds under this Agreement and 7.03(bshall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided subclause (a), above. During the period, the Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or advances hereunder.

Cure Right. 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 (a) Notwithstanding anything to the event that contrary contained in Sections 8.1 and 8.2, if Holdings fails to comply with the requirements Financial Covenant 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 tenth 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 5.1(c) (the applicable fiscal quarter hereunderlast day of such period being the “Anticipated Cure Deadline”), each of Holdings and LLC Subsidiary shall have the right to (a) issue Permitted Cure Qualified Equity Interests for cash or otherwise receive (the net cash contributions to proceeds received thereof, the capital of Holdings or (b) incur Additional Second Lien Indebtedness“Cure Amount” and, and to have all 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 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 no more than five (5) times Cure Rights may be exercised during the term of the Loans, this Agreement; (ii) no more than two Cure Rights may be exercised during any consecutive four Fiscal Quarters; (iii) no Cure Amount shall exceed the Cure Right shall not be exercised in consecutive fiscal quarters, amount necessary to cause compliance with the Financial Covenant for the period then ended; and (iv) such Cure Amount shall have been contributed to the capital of the Borrowers. (b) Upon the receipt by the Borrowers of the cash proceeds shall be applied of any capital contribution or issuance referred to prepay in Section 8.4(a), Consolidated Adjusted EBITDA for the Loans in accordance with Section 2.06(c)(v) and Fiscal Quarter as to which such Cure Right is exercised (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 Right Fiscal Quarter”) shall be deemed to have been increased by the Cure Amount in determining the Financial Covenant for such Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; provided, (i) no increase in Consolidated Adjusted EBITDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Section 9.02. IfAgreement or any other Credit Document, including determining the availability or amount of any covenant basket, carve-out or compliance on a Pro Forma Basis with the Financial Covenant or any other ratio and (ii) there shall be no pro forma or other reduction of Indebtedness (including any Loans and including by way of cash netting) as a result of any Cure Amount in determining the Financial Covenant (or any other leverage based test) for the applicable Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter. (c) If after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, recalculations set forth in Section 8.4(b) Holdings is shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)Financial Covenant, Holdings shall be deemed to have satisfied the requirements of each such Section 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 Event of Default with respect to any such Section 7.03(a) and/or Section 7.03(b) covenant that had occurred shall be deemed cured for all purposes of this Agreement. The parties hereby acknowledge Agreement and the other Credit Documents. (d) Upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that this Section may Holdings or LLC Subsidiary intends to exercise the Cure Right in respect of a Fiscal Quarter, none of the Administrative Agent, the Collateral Agent or the Lenders shall be permitted to accelerate Loans held by them, to terminate the Revolving Credit Commitments, to impose default rate interest or to exercise remedies against the Collateral solely on the basis of a failure to comply with the requirements of the Financial Covenant, unless such failure is not be relied cured pursuant to the exercise of the Cure Right on for purposes of calculating any financial ratios other than as applicable or prior to Sections 7.03(a) and 7.03(b)the Anticipated Cure Deadline.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth covenants contained in Section 7.03(a10.01(a)(i) or 7.03(b10.01(a)(ii) (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 right, within one hundred and twenty (120) days after the end of each of the 2013 and 2014 calendar years: (A) to (a) issue Permitted Cure additional shares of Equity Interests in exchange 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“Equity Cure Right”), including for purposes of calculating compliance or (B) to borrow Permitted Subordinated Debt (the “Subordinated Debt Cure Right” and, collectively with such Sections as of the last day of any subsequent fiscal quarter (Equity Cure Right, the “Cure Right”); provided that , and the cash therefrom immediately shall be contributed as equity or debt (i) such proceeds are actually received only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Holdings during the period from the date that is 60 days prior to and until the expiration Borrower of the 10th Business Days after Cure Amount pursuant to the date on which financial statements are required exercise of such Cure Right, such Cure Amount shall be deemed 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 constitute Revenue of Borrower for purposes of the Loans, (iii) Specified Financial Covenants and the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds Specified Financial Covenants 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 recalculated for application all purposes under the “Cure Right” pursuant to this Section 9.02Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

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 covenants set forth in Section 7.03(a9.13) or 7.03(b), during (the period from the date that is 60 days prior to and “Leverage 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) Parent 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 Parent or any parent entity thereof issues Capital Stock (other than Disqualified Capital Stock), directly or indirectly, to the equity holders of Parent or any parent thereof for cash cash, or otherwise receive receives cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessParent, and which is contributed contemporaneously 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 Evolent (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 such Leverage Covenant (the “Cure Amount”), which Cure Amount shall be deemed to increase Consolidated Adjusted EBITDA for such period and shall be so calculated for any subsequent period that includes the Fiscal Quarter in respect 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 Leverage Covenant as set forth herein. The Cure Right may not be exercised more than two (2) times in any four (4) consecutive quarterly periods, and not more than five (5) times during the term of this Agreement. (ii) Upon the Loans, (iii) Administrative Agent’s receipt of the Cure Right shall not be exercised in consecutive fiscal quartersAmount, (iv) such proceeds the Leverage Covenant shall be applied to prepay recalculated and if 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 Credit Parties in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Leverage Covenant, Holdings then the Credit Parties shall be deemed to have satisfied the requirements of each such Section Leverage 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 Leverage Covenant that had occurred shall be deemed cured for the purposes of this Agreement; it being understood and agreed that, upon receipt by Administrative Agent of a timely irrevocable written notice from the Administrative Borrower stating that it intends to exercise the Cure Right hereunder and until the expiration of the ten (10) Business Day period referenced above, neither Administrative Agent nor any Lender shall exercise any remedies (including applying any Default Rate), or take any actions, against any Credit Party or any of its Subsidiaries or their respective assets or property as a result of any Event of Default arising solely due to the breach of the Leverage Covenant; provided, that, subject to the foregoing, such Default or Event of Default shall be deemed existing for all other purposes of the Credit Documents. The parties hereby acknowledge that resulting increase to Consolidated Adjusted EBITDA from the exercise of the Cure Right shall not result in any adjustment to Consolidated Adjusted EBITDA or any other financial definition for any purposes under this Section may not be relied on Agreement or any Credit Document, other than for purposes of calculating any financial ratios other than as the applicable to Sections 7.03(a) and 7.03(b)Leverage Covenant.

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 the event that Holdings the Borrower fails to comply with the requirements one or both of the financial covenant covenants set forth in this Section 7.03(a) or 7.03(b7.1 for any fiscal quarter, subject to the terms and conditions hereof, the Borrower shall have the right (the “Cure Right”), 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 the applicable financial statements are required to be delivered for such fiscal quarter, to obtain an equity contribution, in cash, in an aggregate amount equal to, but not in excess of, the amount necessary to cure the breach, Default or Event of Default in connection with respect the relevant financial covenant (the “Specified Equity Contribution”) if such Specified Equity Contribution constituted Consolidated EBITDA for purposes of determining compliance with such financial covenants, and upon the receipt by the Borrower of the cash proceeds thereof, the financial covenants shall then be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be deemed to be increased for 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 subsequent three consecutive fiscal quarters by an amount equal to the Specified Equity Contribution and paid over to the Administrative Agent for application to the Obligations in accordance with Section 2.11; (ii) the mandatory prepayment of doubt, only for the Obligations made with respect to such fiscal quarter), including Specified Equity Contribution shall not serve as: (A) a reduction or increase to Excess Cash Flow or (B) a reduction to Indebtedness for purposes of calculating compliance with such Sections as of the last day of any subsequent Consolidated Senior Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio for the applicable fiscal quarter (and the “Cure Right”)subsequent three consecutive fiscal quarters; 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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Borrower shall then be in compliance with the requirements of all financial covenant set forth covenants in Sections 7.03(a) and 7.03(b)this Section 7.1, Holdings the Borrower shall be deemed to have satisfied the requirements of each been in compliance with such Section 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 breach, Default or default Event of Default in connection with such Section 7.03(a) and/or Section 7.03(b) financial covenants that had occurred shall be deemed cured not to have occurred for purposes this purpose of this Agreement; and (iv) the deemed increase in Consolidated EBITDA pursuant to clause (i) above shall be for the sole purpose of measuring the financial covenants and not for any other purpose under this Agreement including determining availability under any covenant basket or determining any ability to consummate any Permitted Acquisition. The parties hereby acknowledge In the event that: (i) no Default or Event of Default exists other than that arising due to failure of the Borrower to comply with the financial covenants set forth in this Section may 7.1, and (ii) the Borrower shall have delivered to Administrative Agent written notice of its intention to exercise the Cure Right (which notice shall be delivered no earlier than fifteen (15) days prior to, and no later than the fifth (5th) day subsequent to, the date the applicable financial statements are required to be delivered for the applicable fiscal quarter hereunder), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause the Borrower to be in compliance with the financial covenants as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of: (x) the tenth (10th) Business Day subsequent to the date the applicable financial statements are required to be delivered and (y) the date, if any, on which the Borrower notifies the Administrative Agent in writing that such Cure Right shall not be relied on for purposes exercised (such period referred to herein as the “Financial Covenant Standstill Period”), then neither Administrative Agent nor any Lender shall exercise any remedies set forth in Section 8, exercise any rights with respect to the Collateral or exercise any other remedies available to such parties under the Loan Documents or otherwise during such period; provided that (A) there shall be no limitation upon the ability of calculating any financial ratios Administrative Agent or the Lenders to exercise remedies if a Default or Event of Default other than as applicable one arising by reason of the breach of the financial covenants has occurred and is continuing during the Financial Covenant Standstill Period and (B) during the Financial Covenant Standstill Period, the Borrower shall not be permitted to Sections 7.03(aborrow Loans hereunder or otherwise take actions hereunder that may only be taken when no Default or Event of Default then exists. Notwithstanding anything herein to the contrary, in no event shall the Borrower be permitted to exercise the Cure Right hereunder (x) and 7.03(b)more than two (2) times in any four consecutive fiscal quarters, (y) in any two (2) consecutive fiscal quarters, or (z) more than four (4) times in the aggregate during the term of this Agreement.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth covenants contained in Section 7.03(a10.01(a) or 7.03(b(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 right, within one hundred and twenty (120) days after the end of each calendar year during the term of this Agreement: (A) to (a) issue Permitted Cure additional shares of Equity Interests in exchange 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“Equity Cure Right”), including for purposes of calculating compliance or (B) to borrow Permitted Subordinated Debt (the “Subordinated Debt Cure Right” and, collectively with such Sections as of the last day of any subsequent fiscal quarter (Equity Cure Right, the “Cure Right”); provided that , and the cash therefrom immediately shall be contributed as equity or debt (i) such proceeds are actually received only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Holdings during the period from the date that is 60 days prior to and until the expiration Borrower of the 10th Business Days after Cure Amount pursuant to the date on which financial statements are required exercise of such Cure Right, such Cure Amount shall be deemed 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 constitute Revenue of Borrower for purposes of the Loans, (iii) Specified Financial Covenants and the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds Specified Financial Covenants 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 recalculated for application all purposes under the “Cure Right” pursuant to this Section 9.02Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that Holdings the Company fails to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)6.14, 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 financial statements are the certificate calculating the Fixed Charge Coverage Ratio is required to be delivered with respect pursuant to the applicable fiscal quarter hereunderSection 5.01(d), 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 or for existing Equity Interests to the Company (the “Cure Amount”) pursuant to the exercise by the Company of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.14 shall be recalculated giving effect to the following pro forma adjustments: (i) 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 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 Fixed Charge Coverage Ratio under Section 6.14 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) 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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing pro forma adjustments, Holdings is the Company shall then be in compliance with Section 6.14, the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied the requirements of each such Section 6.14 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) 6.14 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 twelve month period there shall be at least two three-month periods during which the Cure Right is not exercised, (ii) there shall be no more than five 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 complying with Section 6.14 and (iv) all Cure Amounts shall be disregarded for purposes of determining any financial baskets or ratios with respect to the other than as applicable to Sections 7.03(a) and 7.03(b)covenants contained in the Loan Documents.

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 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 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 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 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 (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings the 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 90 (ninety) days of the end of the respective calendar year: (i) to (a) issue Permitted Cure additional shares of Equity Interests in exchange 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“Equity Cure Right”), including for purposes of calculating compliance or (ii) to borrow Permitted Subordinated Debt (the “Subordinated Debt Cure Right” and, collectively with such Sections as of the last day of any subsequent fiscal quarter (Equity Cure Right, the “Cure Right”); provided that , in an amount equal to (ix) such proceeds are actually received two (2) multiplied 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, (iiy) the Cure Right shall not be exercised more than five Minimum Required Revenue less Borrower’s annual Revenue (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.03(a9.12(a) or 7.03(b9.12(b) as of any date of determination (any applicable period for which the Borrower fails to comply with Section 9.12(a) or 9.12(b), during a “Covenant Failure Period”), the period Borrower may cure such failure as provided in this Section 10.03 (the “Cure Right”). The Cure Right shall be deemed to have been validly exercised, and no Default or Event of Default shall be deemed to have existed from the date that is 60 days prior to and end of such Covenant Failure Period until the expiration tenth (10th) Business Day after the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) for such Covenant Failure Period, so long as (i) the Borrower has issued a written notice to the Administrative Agent on or before the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) for the Covenant Failure Period of its intent to exercise the 10th Cure Right, (ii) no later than ten (10) Business Days after the date on which financial statements are a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) for the Covenant Failure Period, the Administrative Agent has received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that, after the Covenant Failure Period, the Borrower has received a cash equity contribution (funded with proceeds of common equity or other equity having terms reasonably acceptable to the Administrative Agent; provided that no acceptance by the Administrative Agent will be required in respect of (x) common equity or (y) other Capital Stock that is not Disqualified Capital Stock) in an amount equal to (A) with respect to any Cure Right exercised in connection with a failure to comply with Section 9.12(a), the applicable fiscal quarter amount by which Annualized Subscription Recurring Revenue for the Covenant Failure Period would need to be increased so as to result in the Borrower being in compliance with Section 9.12(a) for such period (the “Subscription Recurring Revenue Cure Amount”) or (B) with respect to any Cure Right exercised in connection with a failure to comply with Section 9.12(b), at least $25,000,000 (the “Liquidity Cure Amount”, and together with the Subscription Recurring Revenue Cure Amount, each a “Cure Amount”), which such cash equity contribution has not been designated for any other use hereunder, Holdings (iii) at the time of receipt, 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 Indebtedness, and to have all of specifically identified such cash contributions and Additional Second Lien Indebtedness deemed, equity contribution as a Cure Amount for purposes of said Sectionsexercising the Cure Right, (iv) any such Subscription Recurring Revenue Cure Amount shall be used to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance make a prepayment of doubt, only for such fiscal quarterLoans pursuant to Section 4.02(a)(iv), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter 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, (iiv) the Cure Right shall has not be been exercised in more than two (2) fiscal quarters in any four (4) fiscal quarter period and not more than five (5) times during in the term aggregate. (b) Upon the valid exercise of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quartersarising as a result of the breach of Section 9.12(a), (ivi) such proceeds solely for purposes of determining Annualized Subscription Recurring Revenue for the Covenant Failure Period, Annualized Subscription Recurring Revenue shall be applied to prepay increased by the Loans in accordance Subscription Recurring Revenue Cure Amount with Section 2.06(c)(v) respect thereto, and (vii) each such Permitted Cure Equity no Default or Additional Second Lien Indebtedness shall be designated at the time Event 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 Default shall be deemed to have satisfied occurred due to the requirements failure of each the Borrower to comply with Section 9.12(a) for such Covenant Failure Period. Without limiting the foregoing, no Subscription Recurring Revenue Cure Amounts shall be included in Annualized Subscription Recurring Revenue when calculated for purposes of determining the Borrower’s compliance with any numerical thresholds set forth in any covenant in this Agreement, determining the availability of any Delayed Draw Term Loan or Supplemental Delayed Draw Term Loan Commitment, compliance with any provision of this Agreement or for any other purpose whatsoever. (c) Upon the valid exercise of the Cure Right arising as a result of the breach of Section 9.12(b), (i) no Default or Event of Default shall be deemed to have occurred due to the failure of the Borrower to comply with Section 9.12(b) for any applicable Business Day of the Covenant Failure Period and (ii) the calculation of Liquidity as of the relevant close of business on the last Business Day in such Covenant Failure Period shall include the Liquidity Cure Amount. Without limiting the foregoing, no Liquidity Cure Amounts shall be included in Liquidity when calculated for purposes of determining the Borrower’s compliance with any numerical thresholds set forth in any covenant in this Agreement, determining the availability of any the Delayed Draw Term Loan or Supplemental Delayed Draw Term Loan Commitment, compliance with any provision of this Agreement or for any other purpose whatsoever, including for the avoidance of doubt, as any portion of any Cure Right arising as a result of the breach of Section 9.12(a) (other than compliance with Section 9.12(b)). (d) For the avoidance of doubt, pending receipt of any Cure Amount following receipt of the Borrower’s irrevocable election to exercise the Cure Right, no Default or Event of Default shall be deemed to exist with respect to (i) in the case of any Subscription Recurring Revenue Cure amount, Section 9.12(a), or (ii) in the case of any Liquidity Cure Amount, Section 9.12(b), as applicable, from the end of the applicable Covenant Failure Period until the tenth (10th) Business Day after the date on which a Compliance Certificate is required to be delivered pursuant to Section 8.01(d) and no Agent nor any Lender shall exercise any rights or remedies against the Credit Parties or any of determination with the same effect Collateral solely as though there had been no failure to comply on such datethe result of the Event of Default arising from the breach of Section 9.12(a) or 9.12(b) that is being cured by the applicable Cure Amount), and the applicable Borrower may maintain SOFR Loans notwithstanding Sections 2.07 and 2.08; provided that any Default or Event of Default arising as a result of the breach or default of such Section 7.03(a9.12(a) and/or Section 7.03(b) that had occurred shall nonetheless be deemed cured to exist (until Borrower’s receipt of the applicable Cure Amount in accordance with this Section 10.03) for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes determining the satisfaction of, or failure to satisfy, any condition or requirement under any Credit Document predicated upon the absence of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)a Default or Event of Default.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings the 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 90 (ninety) days after the end of the respective measured period: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount equal to (ix) such proceeds are actually received two (2) multiplied 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, (iiy) the Cure Right shall not be exercised more than five applicable Minimum Required Revenue less Borrower’s actual Revenue over the relevant testing period for the applicable Minimum Required Revenue (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

Cure Right. In (a) 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(b) or 7.03(bthrough (f) (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 90 (ninety) days after the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount equal to (ix) such proceeds are actually received two (2) multiplied 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, (iiy) the Cure Right shall not be exercised more than five Minimum Required Revenue less Borrower’s annual Revenue (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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. Upon the Lenders’ receipt of this Agreement. The parties hereby acknowledge a notice from Borrower that this it intends to exercise the Cure Right with respect to Section may not 10.02(b) through (f) (the “Notice of Intent to Cure”), then, so long as no other Event of Default then exists, until the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, neither the Control Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Control Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 10.02(b) through (f) in respect of such calendar year; provided that if Borrower fails to raise the Cure Amount prior to the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, the applicable breach of the Specified Financial Covenants, the related Default and Event of Default, shall be relied on for purposes deemed to have occurred as of calculating any financial ratios other than the day following the last day of such calendar year and the Post-Default Rate shall be deemed to have been implemented as applicable to Sections 7.03(a) and 7.03(b)of such date.

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(b)6.10, 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 later of (x) the first day of the applicable Compliance Period or (y) the date on which financial statements are the Compliance Certificate is required to be delivered with respect pursuant to Section 5.01(c) for the applicable fiscal quarter hereunderTest Period (the “Cure Expiration Date”), Holdings the Borrower (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 the Borrower, receive equity interests in the Borrower for its cash contributions to) the capital of Holdings or the Borrower (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 of such cash in return for common Equity Interests of the Borrower (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.10 shall be recalculated giving effect to the following pro forma adjustments: (i) 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 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 Fixed Charge Coverage Ratio under Section 6.10 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, [reserved]; 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 Section 6.10, 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 such Section 6.10 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) 6.10 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 twelve calendar month period there shall be at least two three-calendar month periods during which the Cure Right is not exercised, (ii) there shall be no more than five Cure Rights exercised during the term of this Section may not Agreement, (iii) the Cure Amount shall be relied on no greater than the amount required for purposes of calculating complying with Section 6.10 and (iv) all Cure Amounts shall be disregarded for purposes of determining any financial baskets or ratios with respect to the other than covenants contained in the Loan Documents and for purposes of determining Excess Availability and Specified Excess Availability. (c) Notwithstanding anything to the contrary contained in Section 7.01, upon contribution of the Cure Amount (and designation thereof) by the Borrower, the requirements of Section 6.10 shall be deemed satisfied and complied with as applicable of the end of the relevant fiscal quarter with the same effect as though there had been no failure to Sections 7.03(acomply with the requirements of Section 6.10 and any Event of Default under Section 6.10 (and any other Default as a result thereof) and 7.03(b)shall be deemed not to have occurred for purposes of the Loan Documents.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that 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 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 (a) 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 (d) (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 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount (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” Amount”) equal to (x) two (2) multiplied by (y) the difference between the Minimum Required Revenue less Borrower’s annual Revenue. The Cure Amount immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Section 11, in the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in under Section 7.03(a) or 7.03(b)10.11, 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 financial statements are required to be delivered with pursuant to Section 9.01(a) or Section 9.01(b) (the “Anticipated Cure Deadline”), in respect to of the applicable fiscal quarter hereunderperiod ending on the last day of such Fiscal Quarter, Holdings the Borrowers shall have the right to (a) request Parent to issue Permitted Cure Equity Qualified Preferred Stock, obtain a contribution to its common equity or borrow additional Subordinated Facility Loans pursuant to Section 10.04(p), in each case, for cash or otherwise receive cash contributions and to be contributed to the equity 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 Company as of the last day of any subsequent fiscal quarter common equity (the “Cure Right”); , in each case following the end of such Fiscal Quarter and on or prior to the Anticipated Cure Deadline, in each case in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrowers be included in the calculation of Consolidated EBITDA for purposes of determining compliance with such covenant, and upon the earlier of (x) the delivery by the Borrowers of written notice to the Administrative Agent that they intend to exercise the Cure Right hereunder (it being understood that to the extent such notice is provided in advance of delivery of a compliance certificate for the applicable period, the amount of such net cash proceeds that are received as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure such failure to comply with the requirements of the covenant under Section 10.11 is less than the full amount of any originally designated amount) and (y) receipt by the Company of such cash proceeds (the “Cure Amount”), such covenant shall be recalculated giving effect to the following pro forma adjustments: (i) such proceeds are actually received by Holdings during solely for purpose of determining the period from existence of a failure to comply with the date that is 60 days prior to and until the expiration requirements of the 10th Business Days after covenant under Section 10.11, Consolidated EBITDA for the date on Fiscal Quarter of the Borrowers for which financial statements are such certificate is required to be delivered shall be increased by an amount equal to the Cure Amount, and such increase shall be effective for all periods that include the Fiscal Quarter of the Borrowers for which such Cure Right was exercised and not for any other purpose under this Agreement; provided, that (A) the receipt by the Company of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including determining the availability or amount of any covenant baskets or carve-outs) and (B) no Cure Amount shall reduce Indebtedness (whether on a Pro Forma Basis or otherwise and whether by netting (including with respect to the calculation of Consolidated Indebtedness or otherwise) for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA for purposes of calculating the financial covenant set forth in Section 10.11; provided, further, that the proceeds of any Cure Amount may be used, at the Borrowers’ option, to prepay the Loans (it being understood and agreed that such fiscal prepayments shall not be given effect in determining compliance with the financial covenant set forth in Section 10.11 for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA); and (ii) if, after giving effect to the foregoing recalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount when calculating compliance with Section 10.11 at the end of such (but no other) Fiscal Quarter), the Borrowers shall then be in compliance with the requirements of the covenant under Section 10.11 at the end of such Fiscal Quarter, the Borrowers shall be deemed to have satisfied the requirements of the covenant under Section 10.11 as of the last day of such Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Default or Event of Default of the covenant under Section 10.11 that had occurred shall be deemed cured for this purpose under this Agreement and the other Credit Documents; provided, that if the Cure Amount is not received by the Company prior to the Anticipated Cure Deadline, such Default or Event of Default shall be deemed reinstated. (b) Notwithstanding anything herein to the contrary, (i) in each consecutive four-fiscal-quarter hereunderperiod of the Borrowers there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loansthis Agreement, (iii) the Cure Amount shall not exceed the amount required to cause the Borrowers to be in compliance with the covenant under Section 10.11; (iv) neither the Administrative Agent nor any Lender or Secured Creditor shall exercise any remedy under the Credit Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 10.11 until after the Borrowers’ ability to cure has lapsed and the Borrowers have not exercised the Cure Right; (v) prior to the Company’s receipt of the Cure Amount in accordance with the terms hereof, any Event of Default that has occurred as a result of a breach the covenant under Section 10.11 shall be deemed to be continuing and, as a result, the Lenders shall have no obligation to make additional loans (including providing the Incremental Facility) or otherwise extend additional credit hereunder; and (vi) ) the Cure Right shall not be exercised in consecutive fiscal quartersif, (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 Company’s receipt of the relevant date Cure Amount, an Event 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 Default (other than the Event of Default that has occurred as applicable to Sections 7.03(aa result of a breach the covenant under Section 10.11) has occurred and 7.03(b)is continuing.

Cure Right. In (a) Notwithstanding anything to the event that contrary contained in this Article VII, if Holdings fails to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b)6.12, then, during the period (the “Cure Period”) from the first day of the last month of the relevant Test Period to the date that is 60 days prior to and until the expiration of the 10th ten (10) Business Days after the date on which financial statements are the certificate calculating the Fixed Charge Coverage Ratio for such Test Period is required to be delivered with respect pursuant to the applicable fiscal quarter hereunderSection 5.01(d), Holdings (or any Parent) 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 Parent 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 to a Borrower of such cash in return for common Equity Interests or for existing Equity Interests of such Borrower (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) 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 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 Fixed Charge Coverage Ratio under Section 6.12 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) 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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing pro forma adjustments, Holdings is shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)Section 6.12, Holdings shall be deemed to have satisfied the requirements of each such Section 6.12 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) 6.12 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 fiscal-quarter period there shall be at least two fiscal quarters during which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than four times 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 complying with Section 6.12, (iv) all Cure Amounts shall be disregarded for purposes of determining any financial baskets or ratios with respect to the other than as covenants contained in the Loan Documents and (v) if, during any Cure Period, an Event of Default occurs under Section 6.12 for the Test Period ending during such Cure Period, such Event of Default shall be deemed not to exist for the purposes of this Agreement or any other Loan Document (except for the purposes of Section 4.02) if Holdings advises the Agent in writing that the exercise of the Cure Right is being diligently pursued and such exercise continues to be diligently pursued (it being understood that this clause (v) shall automatically cease to be applicable to Sections 7.03(a) and 7.03(bon the last day of such Cure Period).

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 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 (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth covenants contained in Section 7.03(a10.01(a)(i)-(v) or 7.03(bSection 10.03 (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 at any time in the twelve (12) months prior to, or within 90 (ninety) days of, the end of the respective calendar year: (i) to (a) issue Permitted Cure additional shares of Equity Interests in exchange 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“Equity Cure Right”), including for purposes of calculating compliance or (ii) to borrow Permitted Subordinated Debt (the “Subordinated Debt Cure Right” and, collectively with such Sections as of the last day of any subsequent fiscal quarter (Equity Cure Right, the “Cure Right”); provided that (i) such proceeds are actually received , and upon the receipt by Holdings during the period from the date that is 60 days prior to and until the expiration Borrower of the 10th Business Days after Cure Amount pursuant to the date on which financial statements are required exercise of such Cure Right, such Cure Amount shall be deemed to be delivered with respect to such fiscal quarter hereunderconstitute Revenue or cash, (ii) the Cure Right shall not be exercised more than five (5) times during the term as applicable, of Borrower for purposes of the Loans, (iii) Specified Financial Covenants and the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds Specified Financial Covenants 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 9.02recalculated. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 shall be deemed cured without any further action of Borrower or Lenders for all 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)under the Loan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that Holdings fails the Borrower reasonably expects to fail (or has failed) to comply with the requirements of Section 6.10 as of the financial covenant set forth in Section 7.03(a) or 7.03(b)end of any Test Period, at any time during the period from the date that is 60 days prior to last fiscal quarter of such Test Period through 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 pursuant to Section 5.01(a) or Section 5.01(b) with respect to the applicable such fiscal quarter hereunder(the “Cure Deadline”), Holdings the Borrower (or any parent thereof) shall have the right to (a) issue Permitted Cure Equity common stock or other Capital Stock reasonably satisfactory to the Administrative Agent for cash or otherwise receive cash contributions to the capital of Holdings or the Borrower (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”); , and upon the receipt by the Borrower of the Net Cash Proceeds of such issuance or contribution (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right (provided that such Cure Amount is received by the Borrower on or before the applicable Cure Deadline) compliance with Section 6.10 for such Test Period 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 Operating Cash Flow shall be delivered increased with respect to such applicable fiscal quarter hereunderwith respect to which such Cure Amount is received by the Borrower and any Test Period that includes such fiscal quarter, solely for the purpose of determining whether an Event of Default has occurred and is continuing as a result of a violation of Section 6.10 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount and any prepayment of Indebtedness with the Cure Amount shall be disregarded for purposes of measuring the covenant set forth in Section 6.10 for such Test Period; (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 such increase in Consolidated Operating Cash Flow, the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, 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 Section 6.10, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section 6.10 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 the Section 7.03(a) and/or Section 7.03(b) 6.10 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge ; and (iii) Consolidated Total Debt with respect to any Test Period subsequent to the Test Period for which the Cure Amount is deemed applied that this Section may not includes such fiscal quarter with respect to which such Cure Amount is received by the Borrower shall be relied on for purposes decreased solely to the extent proceeds of calculating the Cure Amount are applied to prepay any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)Indebtedness; provided that the Borrower shall have notified the Administrative Agent in writing of the exercise of such Cure Right within five Business Days of the receipt of the Cure Amounts.

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 Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any pro forma or actual reduction in Indebtedness in such fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash made with all or otherwise receive cash contributions to the capital of Holdings 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, its Restricted Subsidiaries (including for purposes of said Sectionsdetermining the amount of Consolidated Total Debt), provided that, to the extent any portion of the Cure Amount is actually used to repay Indebtedness, such repayment and the effects thereof shall be both Revenue regarded for all purposes of this Agreement in any quarter following the quarter in which such Cure Right was exercised): (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and EBITDA determining the existence of an Event of Default set forth in Section 10.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such fiscal quarter (and for the avoidance of doubt, only for any four fiscal quarter period that contains 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, and (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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Loan Parties shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Performance Covenant, Holdings the Loan Parties shall be deemed to have satisfied the requirements of each such Section the Financial Performance 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 any applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Financial Performance Covenant 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 (a) Notwithstanding anything to the contrary contained in Section 8.01(b), in the event that Holdings the Borrower fails to comply with the requirements requirement of the financial covenant Recurring Revenue Financial Covenant set forth in Section 7.03(a7.11(a) as of the last day of the Test Period, any of the Permitted Holders or 7.03(b)any other investor shall have the right, during the period from beginning on the date that is 60 days prior on which the financial statements are required to and be delivered pursuant to Section 6.01 with respect to the fiscal quarter in which the breach of such Recurring Revenue Financial Covenant occurs (a “Specified Fiscal Quarter”), until the expiration of the 10th fifteenth (15th) Business Days Day following such due date for such financial statements (the “Cure Period”) after the date on which financial statements with respect to the Specified Fiscal Quarter are required to be delivered with respect pursuant to Section 6.01, to make a direct or indirect equity investment in the Borrower in cash in the form of common Equity Interests (or other Qualified Equity Interests reasonably acceptable to the applicable fiscal quarter hereunder, Holdings shall have the right to (aAdministrative Agent) 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 , and upon the receipt by the Borrower of net cash proceeds are actually received by Holdings during pursuant to the period from the date that is 60 days prior to and until the expiration exercise of the 10th Business Days after Cure Right (the date on which financial statements are required “Cure Amount”), the Recurring Revenue Financial Covenant shall be recalculated, giving effect to a pro forma increase to LQA Recurring Revenue for the Specified Fiscal Quarter in an amount equal to such Cure Amount; provided, that, such pro forma adjustment to LQA Recurring Revenue shall be delivered given solely for the purpose of determining the existence of a Default or an Event of Default under the Recurring Revenue Financial Covenant with respect to such fiscal quarter hereunderSpecified Fiscal Quarter and not for any other purpose under any Loan Document (including for purposes of determining any baskets or other ratios or calculations, pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII). (iib) If, after the exercise of the Cure Right shall not be exercised more than five (5) times during and 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” recalculations pursuant to this Section 9.02. Ifclause (a) above, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(brequirements of the Recurring Revenue Financial Covenant during such Test Period (including for purposes of Section 4.02), Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section the Recurring Revenue 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 Default or default Event of such Default under Section 7.03(a) and/or Section 7.03(b) 8.01 that had occurred shall be deemed cured and for all purposes under this Agreement and the other Loan Documents shall be treated as not having occurred; provided, that, (i) the Cure Right may be exercised on no more than five (5) occasions during the term of this Agreement. The parties hereby acknowledge that this Section , (ii) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Cure Right is exercised, (iii) with respect to any exercise of the Cure Right, the Cure Amount shall not be given effect in an amount greater than the amount required to cause the Borrower to be in compliance with the Recurring Revenue Financial Covenant (such amount, the “Necessary Cure Amount”) and (iv) the proceeds from the Cure Right may not be relied on reduce the amount of Consolidated Total Debt for purposes of calculating compliance with the Recurring Revenue Financial Covenant for the fiscal quarter with respect to such Cure Right was made. (c) Notwithstanding anything herein to the contrary, prior to the expiration of the Cure Period (x) the Lenders shall not be permitted to exercise any financial ratios other than rights then available as applicable a result of an Event of Default under Section 8.01(b) on the basis of a breach of the Recurring Revenue Financial Covenant so as to Sections 7.03(aenable the Borrower to consummate their Cure Rights as permitted under this Section 8.05 unless the Borrower notifies the Administrative Agent that no Cure Amount will be made with respect to the Specified Fiscal Quarter; provided that, until the Cure Right is exercised pursuant to this Section 8.05, such Event of Default shall be deemed to be continuing for purposes of testing whether the conditions to using any basket that is subject to the absence of Defaults or Events of Default are satisfied and (y) the Revolving Credit Lenders shall not be required to make any Credit Extension unless and 7.03(b)until the Borrower has received the Cure Amount required to cause the Borrower to be in compliance with the Recurring Revenue Financial Covenant.

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 (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)). (f) If Borrower has (i) delivered a certification or a Compliance Certificate conforming to the requirements of Section 9.3(b), and (ii) received proceeds of an investment of Curative Equity in immediately available funds on or before the deadline set forth in Section 9.3(a) and in an amount that is sufficient to cause Borrower to be in compliance with the Specified Financial Covenant for the Specified Quarter, any Event of Default that occurs or has occurred and is continuing as a result of a breach of the Specified Financial Covenant for the Specified Quarter shall be deemed cured with no further action required by the Required Lenders, Agent or any other Person. Neither Agent nor any Lender shall exercise any remedy under the Loan Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 7 until the earlier of (A) the Cure Expiration Date to the extent that Borrower has not exercised the Cure Right and (B) the date that Borrower shall confirm in writing that it does not intend to exercise the Cure Right; provided that, notwithstanding anything to the contrary contained herein, the Lenders (including the Swing Lender and the Issuing Lender) shall have no obligation to make additional loans or otherwise extend additional credit hereunder until Borrower shall have cured all financial covenant violations as provided in this Section 9.3. (g) To the extent that Curative Equity is received and included in the calculation of the Specified Financial Covenant as deemed EBITDA for any Fiscal Quarter pursuant to this Section 9.3, such Curative Equity shall be deemed to be EBITDA for purposes of determining compliance with the Specified Financial Covenant for subsequent periods that include such Fiscal Quarter. Curative Equity shall be disregarded for purposes of determining EBITDA for any pricing, financial covenant based conditions or any baskets with respect to the covenants contained in this Agreement. In addition, notwithstanding any mandatory prepayment of Obligations pursuant to Section 2.4(e)(ii), any Indebtedness so prepaid shall be deemed to remain outstanding for purposes of determining pro forma or actual compliance with the Specified Financial Covenant or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the Specified Quarter or subsequent periods that include such Fiscal Quarter.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Section 11, in the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth in under Section 7.03(a) or 7.03(b)10.11, 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 financial statements are required to be delivered with pursuant to Section 9.01(a) or Section 9.01(b) (the “Anticipated Cure Deadline”), in respect to of the applicable fiscal quarter hereunderperiod ending on the last day of such Fiscal Quarter, Holdings the Borrowers shall have the right to (a) request Parent to issue Permitted Cure Equity Qualified Preferred Stock or obtain a contribution to its common equity, in each case, for cash or otherwise receive cash contributions and to be contributed to the equity 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 Company as of the last day of any subsequent fiscal quarter common equity (the “Cure Right”); , in each case following the end of such Fiscal Quarter and on or prior to the Anticipated Cure Deadline, in each case in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrowers be included in the calculation of Consolidated EBITDA for purposes of determining compliance with such covenant, and upon the earlier of (x) the delivery by the Borrowers of written notice to the Administrative Agent that they intend to exercise the Cure Right hereunder (it being understood that to the extent such notice is provided in advance of delivery of a compliance certificate for the applicable period, the amount of such net cash proceeds that are received as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure such failure to comply with the requirements of the covenant under Section 10.11 is less than the full amount of any originally designated amount) and (y) receipt by the Company of such cash proceeds (the “Cure Amount”), such covenant shall be recalculated giving effect to the following pro forma adjustments: (i) such proceeds are actually received by Holdings during solely for purpose of determining the period from existence of a failure to comply with the date that is 60 days prior to and until the expiration requirements of the 10th Business Days after covenant under Section 10.11, Consolidated EBITDA for the date on Fiscal Quarter of the Borrowers for which financial statements are such certificate is required to be delivered shall be increased by an amount equal to the Cure Amount, and such increase shall be effective for all periods that include the Fiscal Quarter of the Borrowers for which such Cure Right was exercised and not for any other purpose under this Agreement; provided, that (A) the receipt by the Company of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including determining the availability or amount of any covenant baskets or carve-outs) and (B) no Cure Amount shall reduce Indebtedness (whether on a Pro Forma Basis or otherwise and whether by netting (including with respect to the calculation of Consolidated Indebtedness or otherwise) for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA for purposes of calculating the financial covenant set forth in Section 10.11; provided, further, that the proceeds of any Cure Amount may be used, at the Borrowers’ option, to prepay the Loans (it being understood and agreed that such fiscal prepayments shall not be given effect in determining compliance with the financial covenant set forth in Section 10.11 for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA); and (ii) if, after giving effect to the foregoing recalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount when calculating compliance with Section 10.11 at the end of such (but no other) Fiscal Quarter), the Borrowers shall then be in compliance with the requirements of the covenant under Section 10.11 at the end of such Fiscal Quarter, the Borrowers shall be deemed to have satisfied the requirements of the covenant under Section 10.11 as of the last day of such Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Default or Event of Default of the covenant under Section 10.11 that had occurred shall be deemed cured for this purpose under this Agreement and the other Credit Documents; provided, that if the Cure Amount is not received by the Company prior to the Anticipated Cure Deadline, such Default or Event of Default shall be deemed reinstated. (b) Notwithstanding anything herein to the contrary, (i) in each consecutive four-fiscal-quarter hereunderperiod of the Borrowers there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loansthis Agreement, (iii) the Cure Amount shall not exceed the amount required to cause the Borrowers to be in compliance with the covenant under Section 10.11; (iv) neither the Administrative Agent nor any Lender or Secured Creditor shall exercise any remedy under the Credit Documents or applicable law on the basis of an Event of Default caused by the failure to comply with Section 10.11 until after the Borrowers’ ability to cure has lapsed and the Borrowers have not exercised the Cure Right; (v) prior to the Company’s receipt of the Cure Amount in accordance with the terms hereof, any Event of Default that has occurred as a result of a breach the covenant under Section 10.11 shall be deemed to be continuing and, as a result, the Lenders shall have no obligation to make additional loans (including providing the Incremental Facility) or otherwise extend additional credit hereunder; and (vi) ) the Cure Right shall not be exercised in consecutive fiscal quartersif, (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 Company’s receipt of the relevant date Cure Amount, an Event 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 Default (other than the Event of Default that has occurred as applicable to Sections 7.03(aa result of a breach the covenant under Section 10.11) has occurred and 7.03(b)is continuing.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that Holdings fails any Loan Party would otherwise be in default of the financial covenant set forth in Section 8.16(a) for any period, on or before the tenth (10th) Business Day subsequent to the due date for delivery of the financial statements for such period pursuant to Section 7.01(a) or (b), as applicable (such period, the “Cure Period”), the Borrower shall have the right to issue its Qualified Capital Stock for cash in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with Section 8.16(a) (such contribution, a “Specified Cure Contribution”), and upon the receipt by the Borrower of such Specified Cure Contribution within the Cure Period, the financial covenant set forth in Section 8.16(a) shall be recalculated giving effect to the following pro forma adjustments (collectively, the “Cure Right”): (A) Product Revenues shall be increased for the final fiscal quarter of such period (the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the Applicable Quarter, solely for the purpose of measuring the financial covenant set forth in Section 8.16(a), and not for any other purpose under this Agreement, by an amount equal to the Specified Cure Contribution; and (B) If, after giving effect to the foregoing recalculation, the Loan Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b8.16(a), 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 Loan Parties shall be deemed to have satisfied the requirements of each such the financial covenant set forth in Section 8.16(a) as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such the covenant set forth in Section 7.03(a) and/or Section 7.03(b8.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this . (ii) Notwithstanding anything herein to the contrary, (A) the Loan Parties shall provide notice to the Administrative Agent of their intention to exercise the Cure Right no later than the date of delivery of the financial statements evidencing such noncompliance pursuant to Section 7.01(a) or (b), as applicable, (B) in each four fiscal quarter period, there shall be a period of at least two (2) fiscal quarters in respect of which no Cure Right is exercised, (C) the Cure Right may not be relied on exercised with respect to consecutive fiscal quarters, (D) the Specified Cure Contribution shall be no greater than the amount required for purposes of calculating complying with the financial covenant in Section 8.16(a), (E) the Specified Cure Contribution received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining any available basket under any covenant in this Agreement, (F) the Cure Right may be exercised no more than three (3) times during the term of this Agreement and (G) the provisions of this Section 8.16(b) shall in no way limit the Borrower’s ability to issue its Qualified Capital Stock at any time and for the avoidance of doubt, any limitation with respect to amount of the Specified Cure Contribution is only a limitation with respect to the amount of Product Revenue that may count as a Specified Cure Contribution pursuant to the terms of this Section 8.16(b). (iii) To the extent that the financial ratios other than statements delivered pursuant to Section 7.01(a)(i) demonstrate that the Loan Parties would be in default of the financial covenant set forth in Section 8.16(a) for the period covered by such financial statements, notwithstanding the Borrower having exercised a Cure Right with respect to such period on or before the tenth (10th) Business Day subsequent to the due date for delivery of the financial statements required to be delivered for such period by Section 7.01(a)(ii), the Loan Parties shall be deemed to have not satisfied the requirements of Section 8.16(a) as of the relevant date of determination and the applicable breach or default thereof which had occurred shall not be deemed cured as of such date for all purposes of this Agreement unless and until (but on or before the tenth (10th) Business Day subsequent to the due date for delivery of the financial statements required to be delivered for such period by Section 7.01(a)(i)) the Borrower shall have issued Qualified Capital Stock for cash in an aggregate amount equal to the amount necessary to cure the relevant failure to comply with the financial covenant contained in Section 8.16(a) (it being understood and agreed that any such issuance by the Borrower pursuant to this clause (iii) for any period in connection with the financial statements required to be delivered by Section 7.01(a)(i) shall be deemed to be the same “Cure Right” as the “Cure Right” exercised by the Borrower for such period in connection with the financial statements required to be delivered by Section 7.01(a)(ii)). For the avoidance of doubt, it is understood and agreed that all terms and conditions of clauses (i) – (ii) of this Section 8.16(b) shall apply to any such Cure Right exercised in connection with the financial statements required to be delivered by Sections 7.03(a7.01(a)(i) and 7.03(b7.01(a)(ii).

Cure Right. In (a) 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 (f) (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 *** of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount equal to (ix) such proceeds are actually received two (2) multiplied 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, (iiy) the Cure Right shall not be exercised more than five Minimum Required Revenue less Borrower’s annual Product Revenue (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Product Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth covenants contained in Section 7.03(a10.02(b) or 7.03(bthrough (f) (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 90 (ninety) days of the end of the respective calendar year: (i) to (a) issue Permitted Cure additional shares of Equity Interests in exchange 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“Equity Cure Right”), including for purposes of calculating compliance or (ii) to borrow Permitted Subordinated Debt (the “Subordinated Debt Cure Right” and, collectively with such Sections as of the last day of any subsequent fiscal quarter (Equity Cure Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “Primary Cure Amount”); provided however that, if Borrower completes an equity financing that raises at least $5,000,000 in net cash proceeds on or before sixty (i60) such proceeds are actually received by Holdings during days after the period from the date that is 60 Closing Date (including within 30 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to Closing Date), Borrower shall instead be delivered with respect to such fiscal quarter hereunderable, (ii) the at its option, exercise its Cure Right shall not be exercised more than five in an amount equal to the Minimum Required Revenue less Borrower’s annual Revenue (5) times during the term of “Secondary Cure Amount” and, collectively with the LoansPrimary Cure Amount, (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

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 Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments (but without regard to any pro forma or actual reduction in Indebtedness in such fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash made with all or otherwise receive cash contributions to the capital of Holdings 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, its Restricted Subsidiaries (including for purposes of said Sectionsdetermining the amount of Consolidated Total Debt), provided that, to the extent any portion of the Cure Amount is actually used to repay Indebtedness, such repayment and the effects thereof shall be both Revenue regarded for all purposes of this Agreement in any quarter following the quarter in which such Cure Right was exercised): (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenant and EBITDA determining the existence of an Event of Default set forth in Section 10.1 resulting from a breach of the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount for such fiscal quarter (and for the avoidance of doubt, only for any four fiscal quarter period that contains 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, and (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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Loan Parties shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Performance Covenant, Holdings the Loan Parties shall be deemed to have satisfied the requirements of each such Section the Financial Performance 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 any applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Financial Performance Covenant 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 in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than five times during the term of this Section Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may not be relied on for purposes of calculating any financial ratios (other than as applicable to Sections 7.03(athe Financial Performance Covenant for purposes of increasing Consolidated EBITDA as provided in clause (a) above) or any available basket or thresholds under this Agreement and 7.03(bshall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA to the extent provided in clause (a) above. Neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolver Commitments and none of Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 10.1, the other Loan Documents or Applicable Law prior to the 15th Business Day after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b) solely on the basis of an Event of Default having occurred and being continuing due to a breach of the Financial Performance Covenant (except to the extent that the Administrative Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution). For the avoidance of doubt, from the time that the Loan Parties fail to comply with the Financial Performance Covenant until the time of the exercise of the Cure Right and the receipt by the Administrative Borrower of the Cure Amount, the Borrowers shall not be able to borrow any Loans hereunder or request the issuance, extension or renewal of any Letter of Credit hereunder.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings fails Borrowers fail to comply with the requirements of the financial covenant set forth covenants contained in Section 7.03(a10.02(a) or 7.03(bthrough (f) (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 Parent shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount equal to (ix) such proceeds are actually received two (2) multiplied by Holdings during (y) the period Minimum Required Revenue less annual Revenue from the date that is 60 days prior to and until the expiration sales of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Product (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Parent, and upon the receipt by Parent of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Parent from sales of the Product for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, Holdings is Parent 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 Parent 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 Parent or Lenders for all 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)under the Loan Documents.

Cure Right. In (a) Subject to the event that Holdings fails limitations set forth in clauses (d) and (e) below, Borrower may cure (and shall be deemed to comply with the requirements have cured) an Event of Default arising out of a breach of the financial covenant set forth in Section 7.03(a7 (the “Specified Financial Covenant”) if it receives the cash proceeds of an investment of Curative Equity on or 7.03(b), during the period from before the date (the “Cure Expiration Date”) that is 60 days prior to and until the expiration of the 10th 10 Business Days after the date that is the earlier to occur of (i) the date on which financial statements are the Compliance Certificate is delivered to Agent in respect of the Fiscal Quarter with respect to which any such breach occurred (the “Specified Quarter”), and (ii) the date on which the Compliance Certificate is required to be delivered with to Agent pursuant to Section 5.1 in respect to of the applicable fiscal quarter hereunderSpecified Quarter (such earlier date, Holdings shall have the “Financial Statement Delivery Date”); provided, that Borrower’s right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital so cure an Event 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 Default (the “Cure Right”); provided that ) shall be contingent on its timely delivery of such Compliance Certificate and financial statements for the Specified Quarter as required under Section 5.1. (ib) such [reserved] (c) Borrower shall promptly notify Agent of its receipt of any proceeds are actually of Curative Equity (and shall apply the full amount of the Curative Equity received by Holdings during Borrower to the period from payment of the date Obligations in the manner specified in Section 2.4(e)(ii)). (d) Any investment of Curative Equity shall be in immediately available funds and shall be in an amount that is 60 days prior sufficient to and until the expiration of the 10th Business Days after the date on which financial statements are required cause Borrower 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)Specified Financial Covenant for the Specified Quarter, Holdings shall be deemed to have satisfied calculated for such purpose as if such amount of Curative Equity were additional EBITDA of Parent as at such date (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 Amount”).

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 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 Section 9.1, in the event that Holdings fails the Credit Parties fail to comply with the requirements of the financial covenant set forth contained in Section 7.03(a7.12 (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 the 10th Business Days day subsequent to the date on which financial statements with respect to the Fiscal Quarter for which Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b) or (c), one or more investors shall have the right to make a Specified Equity Contribution to Parent Borrower (collectively, the “Cure Right”), and upon the receipt by Parent Borrower of cash (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the 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 reduction in Indebtedness made with all or (b) incur Additional Second Lien Indebtedness, and to have all any portion 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 Cure Amount or any portion of the last day Cure Amount on the balance sheet of any subsequent fiscal quarter (the “Cure Right”); provided that Parent Borrower and its Restricted Subsidiaries): (i) such proceeds are actually received by Holdings during EBITDA shall be increased, solely for the period purpose of measuring the Financial Performance Covenant and determining the existence of an Event of Default set forth in Section 9.1 resulting from the date that is 60 days prior to and until the expiration a breach of the 10th Business Days after Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the date on which financial statements are required to be delivered with respect to Cure Amount for such fiscal quarter hereunder, Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Credit Parties shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Performance Covenant, Holdings the Credit Parties shall be deemed to have satisfied the requirements of each such Section the Financial Performance 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 no breach or default of such Section 7.03(a) and/or Section 7.03(b) that had the Financial Performance Covenant shall have been deemed to have occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than four times during the term of this Section Agreement and (iv) no Specified Equity Contribution nor the proceeds thereof may not be relied on for purposes of calculating any financial ratios (other than as applicable to Sections 7.03(athe Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and 7.03(bshall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. DuringFrom the period, Borrowers elect todate upon which the Credit Parties fail to comply with the Financial Performance Covenant until the date of exercise of the Cure rightRight (including receipt by the Parent Borrower of the Cure Amount), no Lender shall be under noany obligation to make any Loans or advances hereunder and no L/C Issuer shall be obligated to issue any Letter of Credit 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 ​ ​ 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 FCCR Cure Notice Deadline or Liquidity Cure Notice Deadline (as applicable, the “Anticipated Cure Deadline”) and remitted to Agent for application to the Obligations in accordance with the terms hereof (without any corresponding reduction to the Revolving Commitments or Maximum Revolving Advance Amount): (a) With respect to a failure to comply with Section 6.5(a) for the Applicable Fiscal Quarter, EBITDA shall be increased, solely for the purpose of measuring the Fixed Charge Coverage Ratio set forth in Section 6.5(a) for the Applicable Fiscal Quarter (and the applicable subsequent periods which include the Applicable Fiscal Quarter) and not for any other purpose under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs), by an amount equal to the Cure Amount; provided that the receipt by AmeriGas of the Loans, (iii) Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not be exercised in consecutive fiscal quarterslimited to determining the availability or amount of any covenant baskets or carve-outs); (b) With respect to a failure to comply with Section 6.5(b) for any Applicable Liquidity Shortfall Date, (iv) such proceeds the Liquidity covenant shall be recalculated as of the Applicable Liquidity Shortfall Date and the outstanding Revolving Advances as of the Applicable Liquidity Shortfall Date shall, for such calculation, be decreased by an amount equal to the Cure Amount actually applied to prepay the Loans in accordance with Section 2.06(c)(voutstanding Revolving Advances; (c) 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 Loan Parties shall then be in compliance with the financial requirements of the Fixed Charge Coverage Ratio set forth in Section 6.5(a) or the Liquidity covenant set forth in Sections 7.03(a) and 7.03(bSection 6.5(b), Holdings as applicable, the Loan Parties shall be deemed to have satisfied the requirements of each such Section 6.5(a) or Section 6.5(b), as applicable, 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 the financial covenant set forth in Section 7.03(a6.5(a) and/or Section 7.03(b) or 6.5(b), as applicable, that had occurred shall be deemed cured for the 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).; and

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 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(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 (a) Notwithstanding anything to the event that Holdings contrary contained in Sections 8.1 and 8.2, if Parent fails to comply with the requirements Financial Condition Covenant as of the financial covenant set forth end of any Fiscal Quarter in Section 7.03(a) or 7.03(b)which it is in effect, during the period from the date that is 60 days prior to and until the expiration of the 10th tenth 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 5.1(c) (the applicable fiscal quarter hereunder“Cure Expiration Date”), Holdings Parent or the Relevant Public Company or any Ultimate Parent Company shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive (the amount thereof, the “Cure Amount”), so long as such cash contributions is immediately contributed to the capital of Holdings Parent 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 Relevant Public Company as of the last day of any subsequent fiscal quarter common equity (the “Cure Right”); provided that provided, (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 no more than five (5) times Cure Rights may be exercised after the Closing Date; (ii) no more than two (2) Cure Rights may be exercised during the term of the Loans, any consecutive four Fiscal Quarters; and (iii) no Cure Amount shall exceed the amount necessary to cause compliance with the applicable Financial Condition Covenant for the period then ended. (b) Upon the receipt by Parent or the Relevant Public Company of the cash proceeds of any capital contribution referred to in Section 8.4(a), Consolidated Adjusted EBITDA for the Fiscal Quarter as to which such Cure Right is exercised (the “Cure Right Fiscal Quarter”) shall be deemed to have been increased by the Cure Amount in determining the Financial Condition Covenant for such Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; provided, (i) no increase in Consolidated Adjusted EBITDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Agreement or any other Credit Document, including determining of any applicable margin or fee or the availability or amount of any covenant basket, carve-out or compliance on a Pro Forma Basis with any of the Financial Condition Covenant; (ii) the prepayment of the Loans with the proceeds of any Cure Amount shall be disregarded in determining the Financial Condition Covenant for the applicable Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; and (iii) no Cure Amount shall be “netted” in the determination of Indebtedness for the calculation of any leverage ratio (including the Financial Condition Covenant) in any period that includes the Cure Right shall not be exercised in consecutive fiscal quarters, Fiscal Quarter. (ivc) 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, If immediately after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDArecalculations set forth in Section 8.4(b), Holdings is Parent shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)Financial Condition Covenant, Holdings Parent shall be deemed to have satisfied the requirements of each such Section 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 Event of Default with respect to any such Section 7.03(a) and/or Section 7.03(b) covenant that had occurred shall be deemed cured for all purposes of this Agreement. The parties hereby acknowledge that this Agreement and the other Credit Documents; provided, neither the Administrative Agent nor any Lender may exercise any rights or remedies (including any rights or remedies under Section may not 8.2 or under any other Credit Document or with respect to acceleration of the Loans, termination of Commitments, foreclosure or possession of any Collateral or otherwise) solely on the basis of any actual or purported Default or Event of Default for failure to comply with the Financial Condition Covenant until and unless the Cure Expiration Date has occurred without the Cure Amount having been received; provided further at any time a Financial Condition Covenant Event of Default shall have occurred and be relied on for purposes continuing, notwithstanding the delivery by the Borrower Representative of calculating written notice stating its intention to cure such Financial Condition Covenant Event of Default, no Lender shall be required to make any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)extension of credit hereunder until the Cure Amount is actually received by Parent or the Relevant Public Company.

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.

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 Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments (but without regard to any reduction in Indebtedness in such fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash made with all or otherwise receive cash contributions to the capital of Holdings 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, its Restricted Subsidiaries (including for purposes of said Sectionsdetermining the amount of Consolidated Total Debt)): (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the Financial Performance Covenants and determining the existence of an Event of Default set forth in Section 11.1 resulting from a breach of the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to be both Revenue and EBITDA the Cure Amount for such fiscal quarter (and for the avoidance of doubt, only for any four fiscal quarter period that contains 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, and (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 of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Loan Parties shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Performance Covenants, Holdings the Loan Parties shall be deemed to have satisfied the requirements of each such Section the Financial Performance 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 any applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the Financial Performance Covenants 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 in which the Cure Right is not exercised, (ii) the Cure Amount shall be no greater than 100% of the amount required for purposes of complying with the Financial Performance Covenants, (iii) the Cure Right shall not be exercised more than five times during the term of this Section Agreement, (iv) no Specified Equity Contribution nor the proceeds thereof may not be relied on for purposes of calculating any financial ratios (other than as applicable to Sections 7.03(athe Financial Performance Covenants for purposes of increasing Consolidated EBITDA as provided in subclause (a) above) or any available basket or thresholds under this Agreement and 7.03(bshall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA to the extent provided in subclause (a) above and (v) the Administrative Borrower shall use the proceeds of any Specified Equity Contribution promptly after the receipt thereof to prepay outstanding Revolver Loans (but, for the avoidance of doubt, no commitment reductions shall be required). Neither the Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolver Commitments and none of the Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 11.1, the other Loan Documents or Applicable Law prior to the 15th Business Day after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)(i) solely on the basis of an Event of Default having occurred and being continuing due to a breach of the Financial Performance Covenants (except to the extent that the Administrative Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution). For the avoidance of doubt, from the time that the Loan Parties fail to comply with a Financial Performance Covenant until the time of the exercise of the Cure Right and the receipt by the Administrative Borrower of the Cure Amount, the Borrowers shall not be able to borrow any Loans hereunder or request the issuance, extension or renewal of any Letter of Credit hereunder.

Cure Right. In (a) 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)(i) through (vi) or 7.03(bSection 10.02(b) (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 90 (ninety) days of the end of the respective calendar year: (i) to issue additional Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount equal to (ix) such proceeds are actually received one (1) multiplied by Holdings during (y) the period from Minimum Required Revenue for 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 respective calendar year with respect to such fiscal quarter hereunder, (ii) which the Cure Right shall not be is being exercised more than five less the Obligors’ annual Revenue (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of the Obligors for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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. Upon the Lenders’ receipt of this Agreement. The parties hereby acknowledge a notice from Borrower that this it intends to exercise the Cure Right with respect to Section may not 10.02(a) or (b) (the “Notice of Intent to Cure”), then, so long as no other Event of Default then exists and solely with respect to Borrower’s exercise of the Equity Cure Right and Subordinated Debt Cure Right, through the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, neither Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither Administrative Agent nor any Lender shall exercise any right to 137168310 v21 foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 10.02(a) or (b) in respect of such calendar year; provided that, if Borrower fails to raise the Cure Amount on or before the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, the applicable breach of the Specified Financial Covenants, the related Default and Event of Default, shall be relied on for purposes deemed to have occurred as of calculating any financial ratios other than the day following the last day of such calendar year and the Default Rate shall be deemed to have been implemented as applicable to Sections 7.03(a) and 7.03(b)of such date.

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 (or, in the case of the Minimum Liquidity Requirement, the day that is 15 Business Days after the relevant breach) will, at the request of the Borrower, be included in (x) the amount of unrestricted cash and for the avoidance of doubt, only for such fiscal quarter), including Cash Equivalents for purposes of calculating determining compliance with such Sections 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 last day end of any 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 “Cure RightSpecified Equity Contribution”); provided that (ia) such proceeds are actually received by Holdings during in each four (4) consecutive fiscal quarter period, there shall be no more than one (1) fiscal quarter in which a Specified Equity Contribution is made, (b) no more than three (3) Specified Equity Contributions may be made in the period from aggregate, (c) the date that is 60 days prior to and until amount of any Specified Equity Contribution shall be no greater than the expiration of the 10th Business Days after the date on which financial statements are amount required to cause the Borrower 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(b7.10(d), Holdings until the end of the period during which such right can be exercised in accordance with this Section 7.10(d), neither the Administrative Agent nor any Lender shall 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)7.10.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that Holdings fails any Loan Party would otherwise be in default of the financial covenant set forth in Section 8.16(a) for any period, on or before the tenth (10th) Business Day subsequent to the due date for delivery of the financial statements for such period pursuant to Section 7.01 (such period, the “Cure Period”), the Parent shall have the right to (x) apply up to ten percent (10%) of Consolidated Contract Cure Revenue as of the end of such period to Consolidated Revenues in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with Section 8.16(a) (such application, a “Specified Contract Revenue Application”) or (y) issue Qualified Capital Stock or Qualified Subordinated Debt, in each case, for cash in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with Section 8.16(a) (such contribution, a “Specified Cure Contribution”), and upon the Specified Contract Revenue Application or the receipt by the Parent of such Specified Cure Contribution within the Cure Period, the financial covenant set forth in Section 8.16(a) shall be recalculated giving effect to the following pro forma adjustments (collectively, the “Cure Right”): (i) Consolidated Revenues shall be increased for the applicable fiscal quarter (the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the Applicable Quarter, solely for the purpose of measuring the financial covenant set forth in Section 8.16(a), and not for any other purpose under this Agreement, by an amount equal to the Specified Contract Revenue Application or Specified Cure Contribution, as applicable, (ii) “Consolidated Revenues” shall, for the Applicable Quarter and any period of four consecutive fiscal quarters that includes the Applicable Quarter, be calculated without giving effect to the receipt or recognition as “Consolidated Revenues” of any Consolidated Contract Cure Revenues used as a Specified Contract Revenue Application and (iii) Consolidated Contract Revenues and Consolidated Contract Cure Revenues, in each case, shall be decreased by the amount of the Specified Contract Revenue Application for the Applicable Quarter and any period of four consecutive fiscal quarters that includes the Applicable Quarter; and (B) If, after giving effect to the foregoing recalculation, the Loan Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b8.16(a), 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 Loan Parties shall be deemed to have satisfied the requirements of each such the financial covenant set forth in Section 8.16(a) as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such the covenant set forth in Section 7.03(a) and/or Section 7.03(b8.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this . (ii) Notwithstanding anything herein to the contrary, (A) the Loan Parties shall provide notice to the Administrative Agent of their intention to exercise the Cure Right no later than the date of delivery of the financial statements evidencing such noncompliance pursuant to Section may not 7.01, (B) in each four fiscal quarter period, there shall be relied on a period of at least two (2) fiscal quarters in respect of which no Cure Right is exercised, (C) the Specified Contract Revenue Application or Specified Cure Contribution, as applicable, shall be no greater than the amount required for purposes of calculating complying with the financial covenant in Section 8.16(a), (D) the Specified Contract Revenue Application or Specified Cure Contribution, as applicable, received pursuant to any financial ratios exercise of the Cure Right shall be disregarded for purposes of determining any available basket under any covenant in this Agreement, (E) the Cure Right may be exercised no more than three (3) times during the term of this Agreement, (F) no more than $10,000,000 of Consolidated Contract Cure Revenue may be applied as a Specified Contract Revenue Application in the aggregate during the term of this Agreement, (G) with respect to any Cure Right in the form of a Specified Contract Revenue Application, the Loan Parties shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrowers setting forth a calculation thereof and (H) neither the Administrative Agent nor any Secured Party shall exercise any remedy (including acceleration) under the Loan Documents or applicable Law on the basis of an Event of Default caused solely by the failure to comply with Section 8.16(a) until after the Cure Period has lapsed and the Loan Parties have not exercised the Cure Right (except to the extent that any Borrower has confirmed in writing that it does not intend to exercise the Cure Right); provided, that, for the avoidance of doubt, an Event of Default shall be deemed outstanding for all other than as applicable to Sections 7.03(a) and 7.03(b)purposes of this Agreement during such period.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings the 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 90 (ninety) days after the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), and/or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an aggregate amount equal to (ix) such proceeds are actually received two (2) multiplied 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, (iiy) the Cure Right shall not be exercised more than five applicable Minimum Required Revenue less Borrower’s actual annual Revenue over the relevant testing period for the applicable Minimum Required Revenue (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower in such period for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

Cure Right. In (a) 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 (d) (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 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount (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” Amount ”) equal to (x) two (2) multiplied by (y) the difference between the Minimum Required Revenue less Borrower’s annual Revenue. The Cure Amount immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

Cure Right. In (a) 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)(i) through (vi) or 7.03(bSection 10.02(b) (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 90 (ninety) days of the end of the respective calendar year: (i) to issue additional Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount equal to (ix) such proceeds are actually received one (1) multiplied by Holdings during (y) the period from Minimum Required Revenue for 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 respective calendar year with respect to such fiscal quarter hereunder, (ii) which the Cure Right shall not be is being exercised more than five less the Obligors’ annual Revenue (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of the Obligors for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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. Upon the Lenders’ receipt of this Agreement. The parties hereby acknowledge a notice from Borrower that this it intends to exercise the Cure Right with respect to Section may not 10.02(a) or (b) (the “Notice of Intent to Cure”), then, so long as no other Event of Default then exists and solely with respect to Borrower’s exercise of the Equity Cure Right and Subordinated Debt Cure Right, through the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, neither Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 10.02(a) or (b) in respect of such calendar year; provided that if Borrower fails to raise the Cure Amount on or before the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, the applicable breach of the Specified Financial Covenants, the related Default and Event of Default, shall be relied on for purposes deemed to have occurred as of calculating any financial ratios other than the day following the last day of such calendar year and the Default Rate shall be deemed to have been implemented as applicable to Sections 7.03(a) and 7.03(b)of such date.

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(bapply such Cure Amount to prepay the Term Loans pro rata among the Classes of Term Loans in direct order of maturity of the scheduled remaining Installments of principal of the Term Loans within each Class, upon which the financial covenant set forth in Section 6.17 shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA of the Jefferson Group Members in accordance with the definition thereof for the fiscal quarter with respect to which such Cure Right was exercised in an amount equal to such Cure Amount (and such increase shall be included in each period that includes such fiscal quarter); provided, Holdings however, that such pro forma adjustment to Consolidated EBITDA of the Jefferson Group Members shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in Section 6.17 with respect to any period that includes the fiscal quarter with respect to which such Cure Right was exercised and not for any other purpose under any Loan Document. (b) If, after the exercise of the Cure Right and the recalculations pursuant to Section 7.3(a) above, the Borrower shall then be in compliance with the requirements of the covenant set forth in Section 6.17 for such Test Period, the Borrower shall be deemed to have satisfied the requirements of each such the covenant set forth in Section 6.17 as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach Default or default Event of such Default under Section 7.03(a) and/or Section 7.03(b7.1(c) that had occurred shall be deemed cured cured; provided, however, that (i) the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with Section 6.17 and (ii) all Cure Amounts and the use of proceeds therefrom will be disregarded for all other purposes (including calculating Consolidated EBITDA for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios determining the Total Debt Leverage Ratio and the Total Secured Debt Leverage Ratio) under the Loan Documents other than compliance with Section 6.17. (c) If on a pro forma basis after giving effect to the investment of cash in equity of Holdings pursuant to the preceding clause (a), the Borrower would have been in compliance with the covenant set forth in Section 6.17 as applicable of the date of the relevant Compliance Certificate, the Event of Default under Section 6.17 shall be deemed to Sections 7.03(a) and 7.03(bhave not occurred. During the pendency of any cure right afforded to the Jefferson Group Members pursuant to Section 7.3(a), the Administrative Agent shall not exercise any remedies described under Section 7.1 or otherwise for failure to satisfy the financial covenant in Section 6.17.

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) a Consolidated Asset Coverage Ratio not less than 1.35:1.00, the event that 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 sixty (60) 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 sixty (60) 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 60-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (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 60-day period). Trinity Capital Inc. 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(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 sixty (60) 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 108 CHAR1\1707916v5 (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that Holdings fails any Loan Party would otherwise be in default of the financial covenant set forth in Section 8.16(a) for any period, on or before the tenth (10th) Business Day subsequent to the due date for delivery of the financial statements for such period pursuant to Section 7.01(a) or (b), as applicable (such period, the “Cure Period”), the Borrower shall have the right to issue its Qualified Capital Stock for cash in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with Section 8.16(a) (such contribution, a “Specified Cure Contribution”), and upon the receipt by the Borrower of such Specified Cure Contribution within the Cure Period, the financial covenant set forth in Section 8.16(a) shall be recalculated giving effect to the following pro forma adjustments (collectively, the “Cure Right”): (A) Product Revenues shall be increased for the final fiscal quarter of such period (the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the Applicable Quarter, solely for the purpose of measuring the financial covenant set forth in Section 8.16(a), and not for any other purpose under this Agreement, by an amount equal to the Specified Cure Contribution; and (B) If, after giving effect to the foregoing recalculation, the Loan Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b8.16(a), 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 Loan Parties shall be deemed to have satisfied the requirements of each such the financial covenant set forth in Section 8.16(a) as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such the covenant set forth in Section 7.03(a) and/or Section 7.03(b8.16(a) that had occurred shall be deemed cured for the 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 (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 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 (a) 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 (f) (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 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount equal to (ix) such proceeds are actually received two (2) multiplied by Holdings during (y) the period Minimum Required Revenue less Borrower’s annual Revenue from the date that is 60 days prior to and until the expiration sale of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, Product (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue from the sale of the Product of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 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)under the Loan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Section 10, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in under Section 7.03(a) or 7.03(b)9.11, during the period from the date that is 60 days prior to and until the expiration of the 10th tenth Business Days after Day subsequent to the date on which financial statements are required to be delivered with pursuant to Section 8.01(a) or Section 8.01(b) (the “Anticipated Cure Deadline”), in respect to of the applicable fiscal quarter hereunderperiod ending on the last day of such Fiscal Quarter, Holdings the Borrower shall have the right to (a) request Holdings to issue Permitted Cure Equity Qualified Preferred Stock or obtain a contribution to its common equity, in each case, for cash or otherwise receive cash contributions and to be contributed to the equity 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 Borrower as of the last day of any subsequent fiscal quarter common equity (the “Cure Right”), in each case following the end of such Fiscal Quarter and on or prior to the Anticipated Cure Deadline, in each case in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrower be included in the calculation of Consolidated EBITDA for purposes of determining compliance with such covenant, and upon the earlier of (x) the delivery by the Borrower of written notice to the Administrative Agent that it intends to exercise the Cure Right hereunder (it being understood that to the extent such notice is provided in advance of delivery of a compliance certificate for the applicable period, the amount of such net cash proceeds that are received as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure such failure to comply with the requirements of the covenant under Section 9.11 is less than the full amount of any originally designated amount) and (y) receipt by the Borrower of such cash proceeds (the “Cure Amount”), such covenant shall be recalculated giving effect to the following pro forma adjustments: (i) solely for purpose of determining the existence of a failure to comply with the requirements of the covenant under Section 9.11, Consolidated EBITDA for the Fiscal Quarter of the Borrower for which such certificate is required to be delivered shall be increased by an amount equal to the Cure Amount, and such increase shall be effective for all periods that include the Fiscal Quarter of the Borrower for which such Cure Right was exercised and not for any other purpose under this Agreement; provided that (i1) such proceeds are actually received the receipt by Holdings during the period from the date that is 60 days prior to and until the expiration Borrower of the 10th Business Days after Cure Amount pursuant to the date Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including determining the availability or amount of any covenant baskets or carve-outs) and (2) no Cure Amount shall reduce Indebtedness (whether on which financial statements are required to be delivered a Pro Forma Basis or otherwise and whether by netting (including with respect to the calculation of Consolidated Indebtedness or otherwise) for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA for purposes of calculating the financial covenant set forth in Section 9.11; provided, further, that the proceeds of any Cure Amount may be used, at the Borrower’s option, to prepay Term Loans (it being understood and agreed that such fiscal prepayments shall not be given effect in determining compliance with the financial covenant set forth in Section 9.11 for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA); and (ii) if, after giving effect to the foregoing recalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount when calculating compliance with Section 9.11 at the end of such (but no other) Fiscal Quarter), the Borrower shall then be in compliance with the requirements of the covenant under Section 9.11 at the end of such Fiscal Quarter, the Borrower shall be deemed to have satisfied the requirements of the covenant under Section 9.11 as of the last day of such Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Default or Event of Default of the covenant under Section 9.11 that had occurred shall be deemed cured for this purpose under this Agreement and the other Credit Documents; provided that if the Cure Amount is not received by the Borrower prior to the Anticipated Cure Deadline, such Default or Event of Default shall be deemed reinstated. (b) Notwithstanding anything herein to the contrary, (i) in each consecutive four-fiscal-quarter hereunderperiod of the Borrower there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loansthis Agreement, (iii) the Cure Right Amount shall not exceed the amount required to cause the Borrower to 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(aunder Section 9.11; and (iv) and 7.03(b), Holdings neither the Administrative Agent nor any Lender or Secured Creditor shall be deemed to have satisfied exercise any remedy under the requirements Credit Documents or applicable law on the basis of each such Section as an Event of Default caused by the relevant date of determination with the same effect as though there had been no failure to comply on such date, with Section 9.11 until after the Borrower’s ability to cure has lapsed 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 Borrower has not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)exercised the Cure Right.

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.

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 this Agreement. (ii) Upon the Loans, (iii) Administrative Agent’s receipt of the Cure Right shall not be exercised in consecutive fiscal quartersAmount, (iv) such proceeds the Financial Covenant shall be applied to prepay recalculated and if 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 Credit Parties in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of the Financial Covenant, Holdings then the Credit Parties shall be deemed to have satisfied the requirements of each 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 or default of such Section 7.03(a) and/or Section 7.03(b) the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement; it being understood and agreed that, upon receipt by Administrative Agent of a timely irrevocable written notice from Administrative Borrower stating that it intends to exercise the Cure Right hereunder and until the expiration of the ten (10) Business Day period referenced above, neither Administrative Agent nor any Lender shall exercise any remedies (including applying any Default Rate), or take any actions, against any Credit Party or any of its Subsidiaries or their respective assets or property as a result of any Event of Default arising solely due to the breach of the Financial Covenant; provided, that, subject to the foregoing, such Default or Event of Default shall be deemed existing for all other purposes of the Credit Documents. The parties hereby acknowledge that resulting increase to Consolidated Adjusted EBITDA from the exercise of the Cure Right shall not result in any adjustment to Consolidated Adjusted EBITDA or any other financial definition for any purposes under this Section may not be relied on Agreement or any Credit Document, other than for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)the Financial Covenant.

Cure Right. In (a) 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 (f) (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 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), provided that such cash shall not be subject to a Lien in favor of the lenders of Permitted Priority Debt, (ii) issue to use existing cash in excess of the Liquidity required pursuant to Section 10.01 (the “Cash Cure Right”) or borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Cash Cure Right and the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 cash shall not be exercised more than five (5) times during the term subject to a Lien in favor of the Loanslenders of Permitted Priority Debt, in an amount equal to (iiix) two (2) multiplied by (y) the Cure Right shall not be exercised in consecutive fiscal quarters, Minimum Required Revenue for such period less Borrower’s actual annual Revenue for such period (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 Amount”). In the case of the exercise of the Equity Cure Right or the Subordinated Debt Cure Right” , the cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower. Upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right (in the case of the exercise of the Equity Cure Right or the Subordinated Debt Cure Right) and the application of the Cure Amount as provided in Section 10.03(b) below (in the case of the exercise of any Cure Right), such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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. Upon the Lenders’ receipt of this Agreement. The parties hereby acknowledge a notice from Borrower that this it intends to exercise the Equity Cure Right with respect to Section may not 10.02(a) or (b) (the “Notice of Intent to Cure”), then, so long as no other Event of Default then exists and solely with respect to Borrower’s exercise of the Equity Cure Right and Subordinated Debt Cure Right, until the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, neither the Control Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Control Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 10.02(a) or (b) in respect of such calendar year; provided that if Borrower fails to raise the Cure Amount prior to the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, the applicable breach of the Specified Financial Covenants, the related Default and Event of Default, shall be relied on for purposes deemed to have occurred as of calculating any financial ratios other than the day following the last day of such calendar year and the Post-Default Rate shall be deemed to have been implemented as applicable to Sections 7.03(a) and 7.03(b)of such date.

Cure Right. (a) In the event that Holdings fails an Event of Default arises from Borrower’s failure to comply with Paragraph 5.03 of this Agreement (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 until the expiration of the 10th then within ten (10) Business Days after the date on which financial statements are required to be delivered with respect to earlier of (A) Borrower becoming aware that such Event of Default exists and (B) the applicable fiscal quarter hereunderAgent notifying Borrower of the occurrence of such Event of Default, Holdings shall have the right to (a) issue Permitted Cure Equity for or its Affiliates may make cash or otherwise receive cash capital contributions to the capital of Holdings or Borrower (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 (collectively the “Cure Right”); provided that , and upon the receipt by Borrower of such cash (the “Specified Equity Contribution” and the amount of such Specified Equity Contribution, the “Cure Amount”) pursuant to the exercise by Holdings or its Affiliates of such Cure Right, Borrower shall immediately use the Cure Amount to repay any outstanding Term Loans. The Cure Amount must be in an amount sufficient to satisfy all covenants prescribed in Paragraph 5.03 for the period being measured, and is to be the greater of the following: (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration for any default of the 10th Business Days after Leverage Ratio, the date on which financial statements are Cure Amount shall be sufficient to reduce the Funded Debt component of the Leverage Ratio to a level sufficient to satisfy the Maximum Leverage Ratio as required pursuant to be delivered with respect to such fiscal quarter hereunder, Paragraph 5.03(a); and (ii) for any default of the Fixed Charge Coverage Ratio, the Cure Right Amount shall not be exercised more than five (5the amount of principal reduction required to satisfy the Minimum Fixed Charge Coverage Ratio as prescribed in Paragraph 5.03(b) times during the term years remaining in the ten (10) year amortization period of the LoansTerm Loan. Thereafter, the regularly scheduled quarterly principal payments on the Term Loan pursuant to Paragraph 2.03(g) will be reduced by the amount of principal reduction required to satisfy the Minimum Fixed Charge Coverage Ratio divided by 4 (iiithe “Revised Principal Payment”). (b) After the payment of any Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans Amount in accordance with Section 2.06(c)(vParagraph 6.02(a), the applicable Financial Covenant(s) 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 recalculated 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 relevant adjustments set forth in Sections 7.03(asubparagraphs 6.02(a)(i) and/or (ii). (c) After giving effect to the foregoing recalculations and 7.03(b)Specified Equity Contribution, Holdings Borrower shall deliver to Agent a Compliance Certificate reflecting the revised calculations of the Financial Covenants for the applicable period, certifying as to the Cure Amount and the date that the specified Equity Contribution was received and then Borrower shall be deemed to have satisfied complied with the requirements of each such Section Financial Covenants as of to 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 Covenants that had occurred shall be deemed cured for purposes of this Agreement. . (d) The parties hereby acknowledge that this Section may not ability to exercise the Cure Right above will be relied on limited to one (1) occurrence during any twenty-four (24) month period. (e) If the Cure Amount is received to satisfy a Fixed Charge Coverage Ratio Default, the Revised Principal Payment shall be used for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)future covenant compliance purposes.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 8.1, in the event that Holdings the Borrower fails (or, but for the operation of this Section 8.2, would fail) to comply with the requirements financial covenants of the financial covenant set forth in Section 7.03(a) or 7.03(b)7.1, during the period from the date that the certificate calculating compliance with such financial covenants is 60 days prior required to and be delivered pursuant to Section 6.2(b) until the expiration of the 10th Business Days after day subsequent to such date, the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings Sponsor Group shall have the right to (a) issue Permitted Cure Equity for contribute, directly or indirectly, cash or otherwise receive cash contributions to the common equity capital of Holdings or the Borrower in consideration of the issuance of common equity of the Borrower (b) incur Additional Second Lien Indebtednessthe "Cure Right"), and to have all upon the receipt by the Borrower of such cash contributions (the "Cure Amount") pursuant to the exercise by the Sponsor Group of such Cure Right such financial covenants shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased for the fiscal quarter ending on the date such financial covenant is being tested as of, solely for the purpose of determining compliance with Section 7.1 and Additional Second Lien Indebtedness deemednot for any other purpose under this Agreement, for purposes of said Sections, by an amount equal to the Cure Amount (it being understood and agreed that such increase shall continue to be both Revenue and included in the calculation of Consolidated 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 of Section 7.1 for the last day of any subsequent next succeeding three fiscal quarter (the “Cure Right”periods); 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, and (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 Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of Section 7.1, Holdings the Borrower shall be deemed to have satisfied the requirements of each such Section 7.1 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) 7.1 that had occurred shall be deemed cured for the purposes of the Agreement. (b) Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters with respect to which the Cure Right is not exercised, (ii) in each eight-fiscal-quarter period, there shall be a period of at least four fiscal quarters with respect to which the Cure Right is not exercised and (iii) for purposes of this Agreement. The parties hereby acknowledge that this Section may not 8.2, the Cure Amount shall be relied on no greater than the amount required for purposes of calculating any financial ratios other than complying with Section 7.1 as applicable to Sections 7.03(a) and 7.03(b)of the relevant measurement date.

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 (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that Holdings fails any Loan Party would otherwise be in default of the financial covenant set forth in Section 8.16(a) for any period, on or before the twentieth (20th) Business Day subsequent to the due date for delivery of the financial statements for such period pursuant to Section 7.01 (such period, the “Cure Period”), the Borrower shall have the right to issue Qualified Capital Stock or Qualified Subordinated Debt, in each case, for cash in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with Section 8.16(a) (such contribution, a “Specified Equity Contribution”), and upon the receipt by the Borrower of such Specified Equity Contribution within the Cure Period, the financial covenant set forth in Section 8.16(a) shall be recalculated giving effect to the following pro forma adjustments (collectively, the “Cure Right”): (A) Consolidated Revenues shall be increased for the applicable fiscal quarter (the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the Applicable Quarter, solely for the purpose of measuring the financial covenant set forth in Section 8.16(a), and not for any other purpose under this Agreement, by an amount equal to the Specified Equity Contribution; and (B) If, after giving effect to the foregoing recalculation, the Loan Parties shall then be in compliance with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b8.16(a), 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 Loan Parties shall be deemed to have satisfied the requirements of each such the financial covenant set forth in Section 8.16(a) as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such the covenant set forth in Section 7.03(a) and/or Section 7.03(b8.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this . (ii) Notwithstanding anything herein to the contrary, (A) the Loan Parties shall provide notice to the Administrative Agent of their intention to exercise the Cure Right (the “Cure Notice”) no later than the date of delivery of the financial statements evidencing such noncompliance pursuant to Section may not 7.01, (B) in each four fiscal quarter period, there shall be relied on a period of at least two (2) fiscal quarters in respect of which no Cure Right is exercised, (C) the Specified Equity Contribution shall be no greater than the amount required for purposes of calculating complying with the financial covenant in Section 8.16(a), (D) the Specified Equity Contribution received pursuant to any financial ratios other exercise of the Cure Right shall be disregarded for purposes of determining any available basket under any covenant in this Agreement, (E) the Cure Right may be exercised no more than three (3) times during the term of this Agreement, (F) notwithstanding anything to the contrary set forth in this Agreement, the aggregate outstanding amount of all Qualified Subordinated Debt shall at no time exceed $10,000,000, (G) unless (x) the Borrower has stated in writing that it does not intend to cause a Specified Equity Contribution to be provided or (y) the Event of Default is precluded from being cured pursuant to this Section 8.16(b) because of clause (b)(ii)(B), (b)(ii)(C) or (b)(ii)(E) above, following receipt of the Cure Notice as provided in clause (b)(ii)(A) above, neither the Administrative Agent nor any Lender shall exercise any remedy under the Loan Documents or applicable Laws on the basis of an Event of Default caused solely by the failure of the Loan Parties to Sections 7.03(acomply with Section 8.16(a) until the first (1st) Business Day immediately following the end of the Cure Period (the “Standstill Period”) and 7.03(b(H) during the Standstill Period (unless and until the Event of Default is cured pursuant to this Section 8.16(b)), no Lender shall have an obligation to honor any Loan Notice.

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 (a) Notwithstanding anything to the contrary contained in this Section 10, in the event that Holdings the Borrower fails to comply with the requirements of the financial covenant set forth in under Section 7.03(a) or 7.03(b)9.11, during the period from the date that is 60 days prior to and until the expiration of the 10th tenth Business Days after Day subsequent to the date on which financial statements are required to be delivered with pursuant to Section 8.01(a) or Section 8.01(b) (the “Anticipated Cure Deadline”), in respect to of the applicable fiscal quarter hereunderperiod ending on the last day of such Fiscal Quarter, Holdings the Borrower shall have the right to (a) request Holdings to issue Permitted Cure Equity Qualified Preferred Stock or obtain a contribution to its common equity, in each case, for cash or otherwise receive cash contributions and to be contributed to the equity 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 Borrower as of the last day of any subsequent fiscal quarter common equity (the “Cure Right”), in each case following the end of such Fiscal Quarter and on or prior to the Anticipated Cure Deadline, in each case in an 126 aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrower be included in the calculation of Consolidated EBITDA for purposes of determining compliance with such covenant, and upon the earlier of (x) the delivery by the Borrower of written notice to the Administrative Agent that it intends to exercise the Cure Right hereunder (it being understood that to the extent such notice is provided in advance of delivery of a compliance certificate for the applicable period, the amount of such net cash proceeds that are received as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure such failure to comply with the requirements of the covenant under Section 9.11 is less than the full amount of any originally designated amount) and (y) receipt by the Borrower of such cash proceeds (the “Cure Amount”), such covenant shall be recalculated giving effect to the following pro forma adjustments: (i) solely for purpose of determining the existence of a failure to comply with the requirements of the covenant under Section 9.11, Consolidated EBITDA for the Fiscal Quarter of the Borrower for which such certificate is required to be delivered shall be increased by an amount equal to the Cure Amount, and such increase shall be effective for all periods that include the Fiscal Quarter of the Borrower for which such Cure Right was exercised and not for any other purpose under this Agreement; provided that (i1) such proceeds are actually received the receipt by Holdings during the period from the date that is 60 days prior to and until the expiration Borrower of the 10th Business Days after Cure Amount pursuant to the date Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including determining the availability or amount of any covenant baskets or carve-outs) and (2) no Cure Amount shall reduce Indebtedness (whether on which financial statements are required to be delivered a Pro Forma Basis or otherwise and whether by netting (including with respect to the calculation of Consolidated Indebtedness or otherwise) for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA for purposes of calculating the financial covenant set forth in Section 9.11; provided, further, that the proceeds of any Cure Amount may be used, at the Borrower’s option, to prepay Term Loans (it being understood and agreed that such fiscal prepayments shall not be given effect in determining compliance with the financial covenant set forth in Section 9.11 for any period in which the Cure Amount is included in the calculation of Consolidated EBITDA); and (ii) if, after giving effect to the foregoing recalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount when calculating compliance with Section 9.11 at the end of such (but no other) Fiscal Quarter), the Borrower shall then be in compliance with the requirements of the covenant under Section 9.11 at the end of such Fiscal Quarter, the Borrower shall be deemed to have satisfied the requirements of the covenant under Section 9.11 as of the last day of such Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Default or Event of Default of the covenant under Section 9.11 that had occurred shall be deemed cured for this purpose under this Agreement and the other Credit Documents; provided that if the Cure Amount is not received by the Borrower prior to the Anticipated Cure Deadline, such Default or Event of Default shall be deemed reinstated. (b) Notwithstanding anything herein to the contrary, (i) in each consecutive four-fiscal-quarter hereunderperiod of the Borrower there shall be at least two Fiscal Quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loansthis Agreement, (iii) the Cure Right Amount shall not exceed the amount required to cause the Borrower to 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(aunder Section 9.11; and (iv) and 7.03(b), Holdings neither the Administrative Agent nor any Lender or Secured Creditor shall be deemed to have satisfied exercise any remedy under the requirements Credit Documents or applicable law on the basis of each such Section as an Event of Default caused by the relevant date of determination with the same effect as though there had been no failure to comply on such date, with Section 9.11 until after the Borrower’s ability to cure has lapsed 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 Borrower has not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b)exercised the Cure Right.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings the 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 90 (ninety) days after the end of the respective measured period: (i) to issue additional shares of Equity Interests in exchange for cash (athe “Equity Cure Right”), or (ii) issue to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount equal to (ix) such proceeds are actually received two (2) multiplied 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, (iiy) the Cure Right shall not be exercised more than five applicable Minimum Required Revenue less Borrower’s actual Revenue over the relevant testing period for the applicable Minimum Required Revenue (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 of under the Loan Documents. [***] Certain information in this Agreementdocument has been omitted and filed separately with the Securities and Exchange Commission. The parties hereby acknowledge that this Confidential treatment has been requested with respect to the omitted portions. (b) Notwithstanding anything herein to the contrary the Cure Amount received by Borrower from investors investing in or lending to Borrower pursuant to Section may not 10.03(a) shall be relied on for purposes of calculating used to immediately prepay the Loans, without any financial ratios Prepayment Premium or other than as applicable to prepayment penalty, credited in the order set forth in Sections 7.03(a) and 7.03(b3.03(b)(i)(A)-(E).

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 (a) Notwithstanding anything to the event that Holdings fails to comply with contrary contained in Section 7.01, for the requirements purpose of determining whether an Event of Default under Section 6.12(b) has occurred, the Borrower may on one or more occasions designate any portion of the financial covenant set forth in Section 7.03(a) or 7.03(b), during the period Net Proceeds from the date that is 60 days prior to and until the expiration any issuance of equity of the 10th Business Days Borrower or of any cash contribution to the common equity capital of the Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably acceptable to the Administrative Agent (at the direction of the Required Lenders)) (the “Cure Amount”) as an increase to EBITDA of the Borrower for the applicable fiscal quarter; provided that: (i) such amounts to be designated are actually received by the Borrower (i) after the date on which financial statements are required to be delivered with respect to last day of the applicable fiscal quarter hereunder, Holdings shall have the right to and (aii) issue Permitted Cure Equity for cash or otherwise receive cash contributions on and prior to the capital of Holdings or fifteenth (b15th) 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 Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter hereunder, (the “Cure Expiration Date”), (ii) such amounts to be designated do not exceed the Cure Right shall not be exercised more than five (5maximum aggregate amount necessary to cure any Event of Default under Section 6.12(b) times during the term as of the Loanssuch date, and (iii) the Cure Right Borrower shall not be exercised in consecutive fiscal quarters, (iv) have provided written notice to the Administrative Agent on the date 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 amounts are designated at the time of issuance or incurrence for application under the as a “Cure RightAmount” pursuant to this Section 9.02. If, after giving effect (it being understood that to the treatment extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such cash contributions or Additional Second Lien Indebtedness Net Proceeds that is designated as Revenue and EBITDA, Holdings the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under Section 6.12(b) is in compliance with less than 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 full amount of such Section 7.03(aoriginally designated amount). (b) and/or Section 7.03(b) The Cure Amount used to calculate EBITDA for one fiscal quarter will be used and included when calculating EBITDA for each four-fiscal-quarter period that had occurred shall be deemed cured for purposes of this Agreementincludes such fiscal quarter. The parties hereby acknowledge that this Section 7.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(aSection 6.12(b) and 7.03(bmay not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to any fiscal quarter except, in the case of a fiscal quarter ending after the period with respect to which such Cure Amount was made, to the extent such proceeds are actually applied to prepay the Obligations hereunder. Notwithstanding anything to the contrary contained in Section 7.01, (A) upon receipt of the relevant Cure Amount by the Borrower in an amount necessary to cure any Event of Default under Section 6.12(b), Section 6.12(b) will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 6.12(b) and any Event of Default under Section 6.12(b) (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents as of the date such relevant Cure Amount is received, and (B) from and after the date that the Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 7.02 neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 7.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 6.12(b) (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated. (c) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 7.02(a) is exercised. (d) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 7.02(a) are exercised during the term of the Loans.

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 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 (a) Notwithstanding anything to the event that Holdings contrary contained in Section 8.1 or Section 8.2, if: (i) Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.03(a7.17(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 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 Fiscal Quarter; and (the “Cure Right”); provided that (iii) such proceeds are actually received by Holdings during the period from beginning on the date that is 60 days prior to last day of such Fiscal Quarter and until the expiration of the 10th Business Days after ending on the date on which financial statements with respect thereto are required to be delivered pursuant to Section 6.2 (the “Cure Period”), Borrower receives a Specified Equity Contribution, then Borrower shall be permitted to cure such failure to comply by making a principal payment in respect of the Obligations with the proceeds of such Specified Equity Contribution, which payment shall be deemed to decrease the amount of Consolidated Funded Debt as of the last day of such Fiscal Quarter by the amount so paid up to the amount required to cause Borrower to be in compliance with such financial covenant pursuant to the operation of this Section 8.4. The rights of Borrower under this Section 8.4 with respect to such fiscal quarter hereunder, (ii) the any 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 Period are herein called the “Cure Right” pursuant ”. Upon receipt of the Specified Equity Contribution, the financial covenant set forth in Section 7.17(b) shall be recalculated after giving effect to this Section 9.02. such deemed decrease in the amount of Consolidated Funded Debt. (b) If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(arequirements of Section 7.17(b) and 7.03(b(as evidenced by the delivery by Borrower to Administrative Agent of a Compliance Certificate reflecting such recalculation(s)), Holdings Borrower shall be deemed to have satisfied the requirements of each such Section 7.17(b) as of the relevant date of determination with the same effect as though there had been no failure to comply on such datetherewith, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) resulting therefrom that had occurred shall be deemed cured for the purposes of this Agreement. (c) Borrower shall deliver to Administrative Agent written notice that Borrower intends to exercise the Cure Right during a Cure Period, and upon Administrative Agent’s receipt of such written notice, Administrative Agent and Lenders shall not be permitted to accelerate the Loans held by them, to charge interest at the Default Rate, or to exercise rights or remedies under the Loan Documents on the basis of a failure to comply with Section 7.17(b), unless such failure is not cured pursuant to the operation of this section during such Cure Period. 107 CREDIT AGREEMENT (d) The parties hereby acknowledge and agree that (i) the Cure Right does not apply to any other covenants in this Agreement other than the covenant set forth in Section 7.17(b), (ii) any deemed decrease in Consolidated Funded Debt as of the last day of any Fiscal Quarter pursuant to the Cure Right shall be applied solely for the purpose of effecting compliance with Section 7.17(b) with respect to such Fiscal Quarter and not for any other purpose under any Loan Document, and (iii) the Cure Right may not be relied on for purposes exercised (x) more than 5 times during the term of calculating any financial ratios other than as applicable to Sections 7.03(athis Agreement or (y) and 7.03(b)in consecutive Fiscal Quarters.

Cure Right. In (a) Notwithstanding anything to the event that Holdings contrary contained in this Agreement, if: (i) Borrower fails to comply with the requirements of the any financial covenant set forth in Section 7.03(aArticle VI as of the last day of any Fiscal Quarter; and (ii) or 7.03(b), during the period from (the date that is 60 days “Cure Period”) beginning ten Business Days prior to such day and until the expiration of the 10th ending twenty Business Days after the date on which financial statements with respect to such Fiscal Quarter are required to be delivered pursuant to Section 4.2, Borrower receives a Specified Equity Contribution, then Consolidated EBITDA for such Fiscal Quarter shall, for the purposes of the financial covenants set forth in Article VI, be deemed increased by the amount of the net cash proceeds so contributed, up to (but not exceeding) the amounts required to cause Borrower to be in compliance with such financial covenants pursuant to the operation of this Section 8.6. The rights of Borrower under this Section 8.6 with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted any 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 (Period are herein called the “Cure Right”); provided that . (ib) 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 Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) requirements of Section 6.1 and 7.03(b)Section 6.2, Holdings Borrower shall be deemed to have satisfied the requirements of each such Section 6.1 and 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 datetherewith, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) the financial covenant set forth in Article VI that had occurred shall be deemed cured for the purposes of this Agreement. . (c) Upon receipt by Administrative Agent of written notice that Borrower intends to exercise its Cure Right during a Cure Period, Administrative Agent and Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies under the Loan Documents on the basis of a failure to comply with any financial covenant set forth in Article VI, unless such failure is not cured pursuant to the operation of this section during such Cure Period. (d) The parties hereby acknowledge and agree that (i) the Cure Right does not apply to covenants in this Agreement other than those in set forth in Article VI, (ii) any deemed increase to Consolidated EBITDA in any Fiscal Quarter pursuant to the Cure Right shall be applied solely for the purpose of effecting compliance with Section 6.1 and Section 6.2 with respect to any period that includes such Fiscal Quarter and not for any other purpose under any Loan Document, , (iii) the Cure Right may not be relied on for purposes exercised more than two times during any four fiscal quarter period, (iv) the Cure Right may not be exercised more than four times during the term of calculating this Agreement, and (v) the Cure Right does not include any financial ratios other than as pro forma or actual reduction in Indebtedness with the proceeds of any Specified Equity Contribution (even if the proceeds of any Specified Equity Contribution are actually used to repay Indebtedness, and regardless of whether the proceeds of the Specified Equity Contribution are received before or after the last day of any applicable to Sections 7.03(a) and 7.03(bFiscal Quarter).

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings the 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 (g) (such covenants for such applicable periods being the “Specified Financial Covenants”), during Borrower shall have the right, within the period from the date that is 60 beginning ninety (90) days prior to and until ending sixty (60) days after, the expiration end of the 10th Business Days after respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the date on which financial statements are required “Equity Cure Right”), or (ii) to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessCure Right, 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 , in an amount equal to (ix) two and one half (2.5) multiplied by (y), at the election of Borrower as to the applicable calendar year, such proceeds are actually received by Holdings during election to be made within sixty (60) days after the period from the date that is 60 days prior to and until the expiration end of the 10th Business Days after applicable calendar year by written notice to the date on which financial statements are required to be delivered with respect Lenders, (1) the Minimum Required Revenue less Borrower’s actual Revenue for such period or (2) the Minimum Required EBITDA less Borrower’s actual EBITDA for such period (in each case, as applicable to such fiscal quarter hereunder, calendar year) (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” Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to this Section 9.029.01), as applicable, to Borrower, and within sixty (60) days of the end of the respective calendar year, pursuant to the exercise of such Cure Right, such cash in the amount of the Cure Amount shall be deposited in a segregated, blocked account (the “Cure Account”) and, once so deposited, shall be deemed to constitute Revenue or EBITDA of Borrower per Borrower’s election for such calendar year for purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, 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 of this Agreementunder the Loan Documents. The parties hereby acknowledge that this Section may not Cure Account shall contain only cash and Permitted Cash Equivalent Investments and be relied subject to a control agreement in favor of the Control Agent. Earnings on for purposes of calculating any financial ratios other than investments in the Cure Account will remain in the Cure Account until released on approval as applicable pursuant to Sections 7.03(a10.03(b) and 7.03(b)(c) below.

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 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(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 (a) Notwithstanding anything to the contrary contained in Section 8.1, in the event that Holdings Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b7.17(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 HCI or any other Person designated by Borrower shall have the right right, within ten (10) days after an Authorized Person of HCI or Borrower acquires knowledge or is given notice of such failure to (a) issue Permitted Cure comply, to make a direct or indirect equity investment in Borrower in cash in the form of common Equity for cash Interests or otherwise receive cash contributions to the capital of Holdings or Borrower (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”), and upon the receipt by Borrower of net cash proceeds pursuant to the exercise of the Cure Right (the “Cure Amount”), such covenant(s) shall be recalculated, giving effect to a pro forma of the total shareholder’s equity of Borrower for the period in which Borrower failed to comply with Section 7.17(b) in an amount equal to such Cure Amount; provided that such pro forma adjustment to total shareholder’s equity shall be given solely for the purpose of determining the existence of a Default or an Event of Default under Section 7.17(b) and not for any other purpose under any Loan Document. (ib) 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 If, after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) exercise of the Cure Right shall not be exercised more than five (5) times during and 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” recalculations pursuant to this Section 9.02. Ifclause (a) above, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, 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 7.17(b), Holdings as applicable, Borrower shall be deemed to have satisfied the requirements of each such Section 7.17(b), as applicable, 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 Default or default Event of such Default under Section 7.03(a) and/or Section 7.03(b8.1(b) that had occurred shall be deemed cured for purposes cured; provided that the Cure Right may be exercised on no more than two (2) occasions 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 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 (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Holdings fails the Borrowers fail to comply with the requirements of the financial covenant set forth covenants contained in Section 7.03(a10.01(a) or 7.03(bSection 10.03 (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 Borrowers shall have the right at any time in the twelve (12) months prior to, or within 90 (ninety) days of, the end of the respective calendar year: (i) to (a) issue Permitted Cure additional shares of Equity Interests in exchange 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“Equity Cure Right”), including for purposes of calculating compliance or (ii) to borrow Permitted Convertible Subordinated Debt (the “Subordinated Debt Cure Right” and, collectively with such Sections as of the last day of any subsequent fiscal quarter (Equity Cure Right, the “Cure Right”); provided that (i) such proceeds are actually received , and upon the receipt by Holdings during the period from the date that is 60 days prior to and until the expiration Borrowers of the 10th Business Days after Cure Amount pursuant to the date on which financial statements are required exercise of such Cure Right, such Cure Amount shall be deemed 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 constitute Revenue of Borrowers for purposes of the Loans, (iii) Specified Financial Covenants and the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds Specified Financial Covenants 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 9.02recalculated. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculation, Holdings is Borrowers 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 Borrowers 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 shall be deemed cured for this 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).