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

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

Cure Right. In the event that Holdings fails the 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 (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 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 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 (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 Notwithstanding anything to the contrary contained in this Section 7.03, 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)6.12, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after 15th day subsequent to the date on which financial statements are the certificate calculating such compliance is required to be delivered with respect pursuant to Section 5.04(c), the applicable fiscal quarter hereunder, Holdings Parent Borrower shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to the capital of Holdings or the Parent 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 the receipt by the Parent Borrower of such cash (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”) pursuant to this Section 9.02. If, after giving effect to the treatment exercise by the Parent Borrower of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in Cure Right compliance with the financial covenant set forth in Sections 7.03(aSection 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated Cash Flow shall be increased, solely for the purpose of measuring compliance with Section 6.12 and 7.03(b)not for any other purpose under this Agreement, Holdings by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrowers shall then be in compliance with the requirements of Section 6.12, the Borrowers 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 the purposes of this Agreement. The parties hereby acknowledge that this Section may Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (b) in each eight-fiscal-quarter period, there shall be relied on a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised and (c) the Cure Amount shall be no greater than the amount required for purposes of calculating any financial ratios other than complying with Section 6.12 as applicable to Sections 7.03(a) and 7.03(b)of the relevant date of determination.

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

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Holdings fails to comply with Company may present the requirements holders of the financial covenant set forth in Section 7.03(a) Notes with a reasonably feasible plan for the Company to offer or 7.03(b), during the period from the date that is 60 days prior to and until the expiration sell Equity Interests or raise Indebtedness of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash Company or otherwise receive cash contributions to the capital any of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter its Subsidiaries (the “Cure Right”); provided that (i) such , the proceeds are actually of which shall be deemed received by Holdings during the period from the date that is 60 days immediately prior to such default and until used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the expiration end of the 10th Business Days after applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings Company shall be deemed to have satisfied complied with the requirements of each relevant covenant under Section 10.7 that gave rise to such Section Financial Covenant Default as of the relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day period with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) Financial Covenant Default that had occurred shall be deemed cured for each 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 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 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 (i) Notwithstanding anything to the contrary contained in this Section 9.13, in the event that Holdings fails the Borrower 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 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 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 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 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 (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 (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) For the event purpose of determining whether an Event of Default under Section 9.1 has occurred, the Borrower may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of stock (other than Disqualified Equity Interests) of the Borrower, or a cash contribution to the stock (other than Disqualified Equity Interests) of the Borrower (the “Cure Amount”), in each case as an increase to EBITDA on a dollar-for-dollar basis equal to such Cure Amount solely for the applicable fiscal quarterFiscal Quarter (a “Cure Quarter”) (and any Test Period that Holdings fails to comply includes such Cure Quarter) and solely for the purpose of complying with the requirements of the financial covenant First Lien Net Leverage Ratio 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 9.1 for such fiscal quarter Cure Quarter (and for the avoidance of doubt, only for any Test Period that includes 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”Quarter); provided that (i) such proceeds amounts to be designated are actually received by Holdings during the period from Borrower on or after the date that is 60 days last day of such applicable Cure Quarter on or prior to and until the expiration of the 10th tenth (10th) Business Days Day after the date on which financial statements the Financial Statements are required to be delivered with respect to such fiscal quarter hereunderapplicable Cure Quarter (the “Cure Expiration Date”), (ii) such amounts do not exceed the Cure Right shall not be exercised more than five (5) times during the term minimum amount to cure any Event of Default in respect of Section 9.1 as of the Loans, end of such Cure Quarter and (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no reduction in Consolidated Funded Indebtedness for the purposes of calculating compliance with Section 9.1 for any Cure Quarter in which the Cure Right Amount is included in the calculation of EBITDA (it being understood that Loans repaid with the Cure Amount shall not be exercised in consecutive fiscal quarters, deemed repaid for purposes of determining compliance with Section 9.1 for subsequent periods) and (iv) the Borrower shall have provided notice to the Agent on the date such 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 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(aAmount”. (b) 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 hereto hereby acknowledge that this Section 9.2 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(afor determining actual compliance with Section 9.1 (and not Pro Forma Compliance with Section 9.1 that is required by any other provision of this Agreement) and 7.03(bshall not at any time result in any adjustment (on a Pro Forma Basis or otherwise) to any amounts (including the amount of Indebtedness) or increase in cash, in each case, for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any term, provision or covenant hereunder. (c) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, Section 9.1 shall be deemed complied with as of the end of the relevant fiscal quarterFiscal Quarter with the same effect as though there had been no failure to comply with Section 9.1 and any Event of Default in respect of Section 9.1 shall be deemed not to have occurred for purposes of the Loan Documents, (ii) upon delivery to the Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 9.2, neither the Agent nor any Lender may exercise any rights or remedies under Article X (or under any other Loan Document) solely on the basis of any actual or purported Event of Default in respect of Section 9.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) (i) the cure right set forth in this Section 9.2 shall not be exercised in consecutive fiscal quartersFiscal Quarters and (ii) during the term of this Agreement, the Borrower may not exercise the cure right set forth in this Section 9.2 more than four (4) times in the aggregate. (e) 100% of the proceeds of the Cure Amount shall be used to prepay the Loans in accordance with and to the extent required by Section 2.5(b)(iv); provided that the foregoing prepayment requirement shall not apply in the case of any two Fiscal Quarters (as elected by the Borrower) for which the cure right is exercised pursuant to this Section 9.2.

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 or raise, during the period from the date that is 60 days prior to and until the expiration payoff or satisfy 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 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 deemed received (and/or the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity raise, payoff or Additional Second Lien satisfaction of 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 occurred) immediately prior to such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of each the applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the Company shall be deemed to have complied with the relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the 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. The parties hereby acknowledge that Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Section may Agreement, and (ii) the Cure Right shall not be relied on exercised in any two (2) consecutive fiscal quarters (which, for purposes the avoidance of calculating doubt, shall not include any financial ratios other than as subsequent fiscal quarter within any applicable to Sections 7.03(aone hundred twenty (120) and 7.03(bday period).

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

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates a Financial Covenant Default, the event that 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 (for the avoidance of doubt, if any principal of the Notes is paid down in accordance with such plan, no prepayment penalty, Prepayment Settlement Amount or Make-Whole Amount shall be due or owing) to enable such Financial 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. The parties hereby acknowledge that Notwithstanding anything herein to the contrary, (i) no more than three (3) Cure Rights may be exercised during the term of this Section may Agreement, and (ii) the Cure Right shall not be relied on for purposes of calculating exercised in any financial ratios other than as applicable to Sections 7.03(atwo (2) and 7.03(b).consecutive fiscal quarters. Hercules Capital, Inc. Note Purchase Agreement

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

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that Holdings fails to comply with Company may present the requirements holders of the financial covenant set forth in Section 7.03(a) Notes with a reasonably feasible plan for the Company to offer or 7.03(b), 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 (a) Notwithstanding anything to the event that Holdings contrary contained in Sections 8.1 and 8.2, if Holdingsthe Borrower 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 Subsidiarythe Borrower 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 BorrowersBorrower . (b) Upon the receipt by the BorrowersBorrower 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, Holdings is recalculations set forth in Section 8.4(b) Holdingsthe Borrower shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)Financial Covenant, Holdings Holdingsthe Borrower 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 Subsidiarythe Borrower 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 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. The parties hereby acknowledge that Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Section may Agreement, and (ii) the Cure Right shall not be relied on exercised in any two (2) consecutive fiscal quarters (which, for purposes the avoidance of calculating doubt, shall not include any financial ratios other than as subsequent fiscal quarter within any applicable to Sections 7.03(aone hundred twenty (120) and 7.03(bday period).

Cure Right. 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), 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 hereunderhereunder (such 10 Business Day period, Holdings the “Cure Period”), 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 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 proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 Borrower 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(b) for such period, (c) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, US-DOCS\156209705.12 (iiid) in each period of four fiscal quarters, there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised, (e) [reserved], (f) there shall not be exercised no pro forma reduction in consecutive 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 quartersquarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (ivg) 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(b2.05(c), 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 Section 7.03, 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)6.12, during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after 15th day subsequent to the date on which financial statements are the certificate calculating such compliance is required to be delivered with respect pursuant to Section 5.04(c), the applicable fiscal quarter hereunder, Holdings Parent Borrower shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to the capital of Holdings or the Parent 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 the receipt by the Parent Borrower of such cash (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”) pursuant to this Section 9.02. If, after giving effect to the treatment exercise by the Parent Borrower of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in Cure Right compliance with the financial covenant set forth in Sections 7.03(aSection 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated Cash Flow shall be increased, solely for the purpose of measuring compliance with Section 6.12 and 7.03(b)not for any other purpose under this Agreement, Holdings by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrowers shall then be in compliance with the requirements of Section 6.12, the Borrowers 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 the purposes of this Agreement. The parties hereby acknowledge that this Section may Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (b) in each eight-fiscal-quarter period, there shall be relied on a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised and (c) the Cure Amount shall be no greater than the amount required for purposes of calculating any financial ratios other than complying with Section 6.12 as applicable to Sections 7.03(a) and 7.03(b).of the relevant date of determination. 151 US-DOCS\159452469.6

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 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 tenth (10th) day (such period, the “Cure Trigger Period”) 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 5.02(a), 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 (5) 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, (iv) all Cure Amounts shall be disregarded for purposes of determining pricing, financial-based ratio conditions and any financial ratios baskets with respect to the other than covenants contained in the Loan Documents, (v) there shall be no pro forma reduction in Indebtedness (by netting or otherwise) with the proceeds of any Cure Amount for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter for which such Cure Amount is deemed applied and (vi) no Borrowing shall be permitted to be made and no Letter of Credit shall be permitted to be issued, amended, renewed or extended during the Cure Trigger Period. (c) From and after the date that the Company delivers a written notice to the Agent that it intends to exercise its cure right under this Section 7.02, neither the Agent nor any Lender may exercise any rights or remedies under Section 7.01 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 6.17 (and any other Default as applicable to Sections 7.03(aa result thereof) until and 7.03(b)unless the expiration of the Cure Trigger Period has expired without the Cure Amount having been deemed applied.

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

Cure Right. In the event that Holdings Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.03(a4.2, subject to the terms and conditions hereof, Holdings shall have the right (the “Cure Right”) or 7.03(b), 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 tenth (10th) Business Days after Day subsequent to the date on which the applicable financial statements are required to be delivered to Agent with respect thereto, to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity Securities for cash or otherwise receive receive, as additional paid in capital, cash contributions from its equity holders, in either case in an aggregate amount equal to, but not greater than, the amount necessary to cure the relevant financial covenant (hereinafter, the “Cure Amount”), and upon the receipt by Borrower of the cash proceeds thereof, the applicable financial covenant shall then be recalculated giving effect to the capital following pro forma adjustments: (a) EBITDA shall be increased for the applicable Fiscal Quarter and for the subsequent three (3) consecutive Fiscal Quarters, solely for the purpose of Holdings or measuring compliance with the financial covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount received by Borrower; (b) incur Additional Second Lien Indebtedness, and to have all any prepayment of the Loans made with the proceeds of such cash contributions and Additional Second Lien Cure Amount shall not serve as a reduction to 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 (financial covenant for 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 applicable Fiscal Quarter with respect to such fiscal quarter hereunder, (ii) which 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) was exercised; and (vc) 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 Borrower shall then be in compliance with the requirements of all financial covenant set forth in Sections 7.03(a) and 7.03(b)covenants, Holdings 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 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 for purposes this purpose of this the Agreement. The parties hereby acknowledge In the event that this Section may not be relied on for purposes (i) no Event of calculating any financial ratios Default exists other than as that arising due to failure of the Credit Parties to comply with the financial covenant set forth in Section 4.2, and (ii) Sponsor shall have delivered to Agent an irrevocable written notice of its intention to cause Holdings to exercise the Cure Right, then from and following receipt by Agent of any such notice and until the date that is the tenth (10th) Business Day subsequent to the date the applicable financial statements are required to Sections 7.03(a) and 7.03(b).be delivered, neither Agent nor any Lender 72 [[7932149]]

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

Cure Right. In (a) For the event purpose of determining whether an Event of Default under Section 9.1 has occurred, the Borrower may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of stock (other than Disqualified Equity Interests) of the Borrower, or a cash contribution to the stock (other than Disqualified Equity Interests) of the Borrower (the “Cure Amount”), in each case as an increase to EBITDA on a dollar-for-dollar basis equal to such Cure Amount solely for the applicable fiscal quarter (a “Cure Quarter”) (and any Test Period that Holdings fails to comply includes such Cure Quarter) and solely for the purpose of complying with the requirements of the financial covenant First Lien Net Leverage Ratio 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 9.1 for such fiscal quarter Cure Quarter (and for the avoidance of doubt, only for any Test Period that includes 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”Quarter); provided that (i) such proceeds amounts to be designated are actually received by Holdings during the period from Borrower on or after the date that is 60 days last day of such applicable Cure Quarter on or prior to and until the expiration of the 10th tenth (10th) Business Days Day after the date on which financial statements the Financial Statements are required to be delivered with respect to such fiscal quarter hereunderapplicable Cure Quarter (the “Cure Expiration Date”), (ii) such amounts do not exceed the Cure Right shall not be exercised more than five (5) times during the term minimum amount to cure any Event of Default in respect of Section 9.1 as of the Loans, end of such Cure Quarter and (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no reduction in Consolidated Funded Indebtedness for the purposes of calculating compliance with Section 9.1 for any Cure Quarter in which the Cure Right Amount is included in the calculation of EBITDA (it being understood that Loans repaid with the Cure Amount shall not be exercised in consecutive fiscal quarters, deemed repaid for purposes of determining compliance with Section 9.1 for subsequent periods) and (iv) the Borrower shall have provided notice to the Agent on the date such 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 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(aAmount”. (b) 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 hereto hereby acknowledge that this Section 9.2 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(afor determining actual compliance with Section 9.1 (and not Pro Forma Compliance with Section 9.1 that is required by any other provision of this Agreement) and 7.03(bshall not at any time result in any adjustment (on a Pro Forma Basis or otherwise) to any amounts (including the amount of Indebtedness) or increase in cash, in each case, for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any term, provision or covenant hereunder. (c) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, Section 9.1 shall be deemed complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 9.1 and any Event of Default in respect of Section 9.1 shall be deemed not to have occurred for purposes of the Loan Documents, (ii) upon delivery to the Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 9.2, neither the Agent nor any Lender may exercise any rights or remedies under Article X (or under any other Loan Document) solely on the basis of any actual or purported Event of Default in respect of Section 9.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) (i) the cure right set forth in this Section 9.2 shall not be exercised in consecutive fiscal quarters and (ii) during the term of this Agreement, the Borrower may not exercise the cure right set forth in this Section 9.2 more than four (4) times in the aggregate. (e) 100% of the proceeds of the Cure Amount shall be used to prepay the Loans in accordance with Section 2.5(b)(iv).

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

Cure Right. In the event that Holdings the Borrower fails to comply with the requirements of the any financial covenant set forth in Section 7.03(a) or 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days 5th day after the date on which financial statements are required to be delivered with respect to the applicable 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 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 proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that that (ia) such proceeds are actually received by Holdings during the period from the date that is 60 Borrower 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) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (d) in each period of four fiscal quarters, (iii) there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised, (e) [reserved], (f) there shall not be exercised no pro forma reduction in consecutive 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 quartersquarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (ivg) 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).2.05

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 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 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 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) 5 times during the term of the LoansLoans (it being expressly understood and agreed that the exercise of the Cure Right with respect to Section 7.03(a) and/or Section 7.03(b) in a single fiscal quarter shall count as one exercise of the Cure Right), (iiid) the Cure Right shall not be exercised in consecutive fiscal quarters, (ive) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 7.03 or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the fiscal quarter in which the Cure Right is used, and (f) 50% of such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v2.05(c)(v) (and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall any remaining proceeds may be designated at retained by the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02Borrowers). 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. Notwithstanding anything to the contrary contained herein, in no event shall any Applicable Premium be applicable to any prepayment made pursuant to this Section.

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 quarter 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 or any Parent to Holdings or a Borrower of such cash in return for common Equity Interests or for existing Equity Interests of such Borrower (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) 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 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 10.8 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). 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 10.8(c), no holder of the Notes shall accelerate its Notes or exercise any of its rights or remedies pursuant to Section 12 solely on for purposes the basis of calculating any financial ratios other than as the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the end of the applicable quarter or fiscal year to Sections 7.03(a) and 7.03(b)which such officer’s certificate relates.

Cure Right. In Notwithstanding anything to the contrary contained in this Article VIII, in the event that Holdings 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 For purposes of curing an Event of Default under Section 8.01(b) arising from the event that Holdings fails Loan Parties’ failure to comply with the requirements Financial Covenant on a one time basis during the term of this Agreement, the Borrower may irrevocably elect (by irrevocable written notice of intent to cure received by the Agent from the Borrower on the date of such breach of the financial covenant set forth Financial Covenant) to apply the proceeds of a Cure Right Contribution Transaction received by the Borrower to repay the Obligations to increase Excess Availability for the purposes of determining compliance with the Financial Covenant to cure such Event of Default in accordance with this Section 7.03(a8.04 (any such proceeds received by the Borrower and used to cure such Event of Default in accordance with this Section 8.04, a “Specified Contribution”); provided that all of following conditions are satisfied: (a) or 7.03(b), the Borrower shall not be permitted to cure an Event of Default under Section 8.01(b) arising from the Loan Parties’ failure to comply with the Financial Covenant pursuant to this Section 8.04 more than one (1) time during the period from term of this Agreement, (b) the amount of any Specified Contribution must be equal to or greater than the sum of (x) the amount required to cause the Loan Parties to be in compliance with the Financial Covenant, plus (y) $3,000,000, and (c) the proceeds of such Specified Contribution shall be applied by the Borrower to prepay the Loans and Cash Collateralize the L/C Obligations in accordance with Section 2.05(e) on or prior to the date that is 60 days prior to and until the expiration of the 10th three (3) Business Days after the date on which financial statements are required such Event of Default occurred as a result of a breach of the Financial Covenant, (d) provided, further, that prior to be delivered with respect receipt by the Borrower of such Specified Contribution and the application of such amounts to the applicable fiscal quarter hereunderObligations as provided in this Section 8.04, Holdings any Event of Default that has occurred as a result of a breach of the Financial Covenant 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 be) continuing for all purposes under the Loan Documents and, among other things, the Lenders (including the Swing Line Lender and the L/C Issuer) shall have no obligation to make additional loans or otherwise extend additional credit hereunder. Upon the Borrower’s receipt of such Specified Contribution and the application thereof to the payment of the Obligations and the satisfaction of the conditions set forth in this Section 8.04, the Financial Covenant shall be deemed to be satisfied the requirements of each such Section and complied with as of the relevant date of determination the Financial Covenant was breached with the same effect as though there had been no failure to comply on such datewith the Financial Covenant, and such Event of Default as a result the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred Loan Parties’ failure to comply with the Financial Covenant shall be deemed cured not to have occurred 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 Loan Documents.

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 the event that Holdings fails to comply with the requirements financial covenants set forth in Section 6.14 or Section 6.15, Holdings shall have the right, within two Business Days after delivery of the financial statements and related compliance certificate for the period ending on the last day of the calendar month or calendar quarter, as applicable, with respect to which such non- compliance occurred (a “Test Period”) and no more than four times in any 12-month period (the “Cure Cap”), to issue Qualified Equity Interests for cash, which cash shall be contributed to the Borrower as a capital contribution to its common equity (the net cash proceeds thereof received by the Borrower, the “Cure Amount”), which Cure Amount shall be deemed to increase Consolidated EBITDA for the purpose of determining compliance with Section 6.14 (and shall increase current assets for purposes of determining compliance with Section 6.15) solely for purposes testing such financial covenants for such Test Period and each of the subsequent test periods that include the calendar month or calendar quarter, as applicable, for which the cure rights under this Section 6.16 have been exercised; provided that (i) no increase in Consolidated EBITDA on account of the Cure Amount shall be applicable for any other purpose under this Agreement or any other Loan Document, (ii) no Cure Amount shall increase any covenant basket or carve-out that is increased by the issuance of any Equity Interests, (iii) no Cure Amount shall exceed the amount necessary to cause compliance with the financial covenants set forth in Section 6.14 or Section 6.15 for the Test Period then ended, (iv) any prepayment of the Loans with the proceeds of any Cure Amount shall be disregarded in determining any financial covenant set forth in Section 7.03(a) 6.14 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 Section 6.15 for the avoidance Test Period for which the Cure Amount is utilized and (v) in the event of doubtany two consecutive exercises of cure rights under this Section 6.16 for any consecutive Test Periods ending, only for such fiscal quarter)respectively, including for purposes of calculating compliance with such Sections as of (y) on the last day of the third calendar month 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 (vz) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at on 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 last day of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAsame fiscal quarter, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings then such consecutive exercises shall be deemed to have satisfied constitute a single exercise, and shall in no event count as more than one such exercise, of such cure rights under this Section 6.16 for purposes of determining compliance with the requirements of each such Section as Cure Cap in any 12-month period. Upon the application of the relevant date Cure Amount in accordance with this Section 6.16, any Default or Event of determination with the same effect as though there had been no Default arising from Holdings’ failure to comply on with the financial covenants set forth in Section 6.14 or Section 6.15 for such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred Test Period 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)cured.

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 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). 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 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. TriplePoint Venture Growth BDC Corp. Note Purchase Agreement

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) 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 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). 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 accelerate its Notes or exercise any of its rights or remedies pursuant to Section 12 solely on the basis of the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the end of the applicable quarter or fiscal year to which such officer’s certificate relates; provided, that, for purposes the avoidance of calculating doubt and notwithstanding anything herein to the contrary, interest on any financial ratios other than as applicable unpaid balance on the Notes and on any overdue payment of any Make-Whole Amount shall accrue at a rate per annum equal to Sections 7.03(a) and 7.03(b).the Default Rate until such Financial Covenant Default shall have been cured or waived. Lafayette Square USA, Inc. Note Purchase Agreement

Cure Right. In For purposes of curing an Event of Default under Section 8.01(b) arising from the event that Holdings fails Loan Parties’ failure to comply with the requirements Financial Covenant on a one time basis during the term of this Agreement, the Borrower may irrevocably elect (by irrevocable written notice of intent to cure received by the Agent from the Borrower on the date of such breach of the financial covenant set forth Financial Covenant) to apply the proceeds of a Cure Right Contribution Transaction received by the Borrower to repay the Obligations to increase Excess Availability for the purposes of determining compliance with the Financial Covenant to cure such Event of Default in accordance with this Section 7.03(a8.04 (any such proceeds received by the Borrower and used to cure such Event of Default in accordance with this Section 8.04, a “Specified Contribution”); provided that all of following conditions are satisfied: (a) or 7.03(b), the Borrower shall not be permitted to cure an Event of Default under Section 8.01(b) arising from the Loan Parties’ failure to comply with the Financial Covenant pursuant to this Section 8.04 more than one (1) time during the period from term of this Agreement, (b) the amount of any Specified Contribution must be equal to or greater than the sum of (x) the amount required to cause the Loan Parties to be in compliance with the Financial Covenant, plus (y) $3,000,000, and (c) the proceeds of such Specified Contribution shall be applied by the Borrower to prepay the Loans and Cash Collateralize the L/C Obligations in accordance with Section 2.05(e) on or prior to the date that is 60 days prior to and until the expiration of the 10th three (3) Business Days after the date on which financial statements are required such Event of Default occurred as a result of a breach of the Financial Covenant, provided, further, that prior to be delivered with respect receipt by the Borrower of such Specified Contribution and the application of such amounts to the applicable fiscal quarter hereunderObligations as provided in this Section 8.04, Holdings any Event of Default that has occurred as a result of a breach of the Financial Covenant 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 be) continuing for all purposes under the Loan Documents and, among other things, the Lenders (including the Swing Line Lender and the L/C Issuer) shall have no obligation to make additional loans or otherwise extend additional credit hereunder. Upon the Borrower’s receipt of such Specified Contribution and the application thereof to the payment of the Obligations and the satisfaction of the conditions set forth in this Section 8.04, the Financial Covenant shall be deemed to be satisfied the requirements of each such Section and complied with as of the relevant date of determination the Financial Covenant DB1/ 123795142.13 was breached with the same effect as though there had been no failure to comply on such datewith the Financial Covenant, and such Event of Default as a result the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred Loan Parties’ failure to comply with the Financial Covenant shall be deemed cured not to have occurred 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 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 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. Blackstone Private Credit Fund Note Purchase Agreement

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 If, within thirty (30) calendar days after the event that Holdings fails to comply with Company determines the requirements existence of (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the Company may present the 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 Financial Covenant Default 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 covenant under Section 10.7(a) 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(b), 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. EPT 16 LLC Note Purchase Agreement

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 (i) Notwithstanding anything to the contrary contained in this Section 7, 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(a7(a) or 7.03(bSection 7(b), during commencing (A) with respect to a cure of a breach of Section 7(a), on the period from last day of the date that is 60 days prior last month of the applicable fiscal quarter with respect to and which such covenants are being tested until the expiration of the 10th fifth (5th) Business Days Day after the date on which financial statements with respect to the test period in which such covenants are being measured are required to be delivered pursuant to Schedule 5.1, or (B) with respect to a cure of a breach of Section 7(b), the fifth (5th) Business Day after the date of the applicable fiscal quarter hereunderbreach (each, a “Cure Period”), any of the direct and indirect equity owners of Holdings shall have the right to make a direct or indirect common equity investment (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions other equity investments reasonably acceptable to the capital of Holdings or (bAgent) incur Additional Second Lien Indebtedness, and to have all of such in the Borrowers in 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 Borrowers of net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such net cash proceeds to such Person, the “Specified Equity Contribution”), the covenants set forth in such Section shall be recalculated, giving effect to a pro forma increase to EBITDA or Rezolve Liquidity, as applicable for such test period or applicable date in an amount equal to such net cash proceeds (but without, for the avoidance of doubt, giving pro forma effect to any repayment of Indebtedness with such Specified Equity Contribution for the fiscal quarter in respect of which such Cure Right was exercised through either the netting of cash or prepayment of Loans or other Indebtedness in connection therewith for purposes of determining compliance with such financial covenant for such fiscal quarter); provided that (isuch pro forma adjustment to EBITDA or Rezolve Liquidity shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the financial covenants set forth in Section 7(a) or Section 7(b and not for any other purpose under any Loan Document; provided, further, that, if a Cure Right to remedy such proceeds are actually received by Holdings during the period from the date that Event of Default is 60 days prior to and available at such time, then until the expiration of such Cure Period, no Agent or Lender shall have the 10th Business Days after right to exercise any remedies against the date on which financial statements are required Loan Parties or any Collateral as a result of the occurrence and continuance of an Event of Default under Section 9 arising from the failure to be delivered comply with respect to such fiscal quarter hereunder, Section 7(a) or Section 7(b). (ii) 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 Loan Parties shall then be in compliance with the requirements of the financial covenant covenants set forth in Sections 7.03(aSection 7(a) and 7.03(b)or Section 7(b) during such test period or as of the applicable date, Holdings the Loan Parties shall be deemed to have satisfied the requirements of each 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 Default or default Event of such Default under Section 7.03(a) and/or Section 7.03(b8.2(a) that had occurred shall be deemed cured. The exercise of the Cure Right shall be subject to the following limitations and requirements: (i)in each four-fiscal quarter period, there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) there shall be no more than two (2) Specified Equity Contributions during the term of this Agreement, (iii) with respect to any exercise of the Cure Right, the Specified Equity Contribution shall be no greater than the amount required to cause the Loan Parties to be in compliance with the financial covenants set forth in Section 7(a) or Section 7(b) (the “Cure Amount”), (iv) all Specified Equity Contributions will be disregarded for all purposes under this Loan Documents (other than for determining compliance with Section 7(a) or Section 7(b)) including for the purposes of calculating pricing and determining the availability of any carve-outs with respect to the covenants contained in Article VII hereof and (v) an amount equal to 100% of the Net Cash Proceeds of any Specified Equity Contributions shall be applied to repay the Loans. (iii) Upon actual receipt and designation of the Cure Amount by the Borrowers, the financial covenants under Section 7(a) or Section 7(b) shall be deemed retroactively cured with the same effect as though there had been no failure to comply with the financial covenants under such Section 7(a) or Section 7(b) and any Event of Default or potential Event of Default under Section 8.2(a) shall be deemed not to have occurred for purposes of this Agreement. The parties hereby acknowledge the Loan Documents; provided, however, that this Section may not be relied on prior to the making of the Specified Equity Contribution and cure of such default in such financial covenant, such default shall constitute an Event of Default for purposes of calculating determining compliance with any financial ratios other than as applicable conditions precedent to Sections 7.03(a) funding of Loans hereunder and 7.03(b)in determining compliance with any provision of the Loan Documents that restricts or prohibits certain actions during the existence of an Event of Default.

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

Cure Right. In Notwithstanding anything to the event that Holdings fails to comply contrary set forth herein, if Borrower is not in compliance with the requirements of the financial covenant covenants set forth above 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 clauses (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or and (b) incur Additional Second Lien Indebtednessof this Item 16 of the Terms Schedule, then Sponsor will have a fifteen (15) day period commencing on the date of delivery of Borrower's financial statements and Compliance Certificate showing such non-compliance ( the "Covenant Cure Period") to raise equity in a manner permitted by this Agreement to the extent necessary to cause such financial covenants to meet or exceed the level required hereunder by the last Business Day of such Covenant Cure Period (the "Cure Right"), and to have all upon the receipt by Borrower of such cash contributions and Additional Second Lien Indebtedness deemed(the "Cure Amount") pursuant to the exercise of such Cure Right, such financial covenants shall be recalculated giving effect to a pro forma adjustment to EBITDA, which shall be increased for purposes of said Sections, to be both Revenue and EBITDA for such the last fiscal quarter (and of the applicable measurement period for the avoidance purpose of doubtmeasuring such financial covenants, only but for such fiscal quarter)no other purpose under this Agreement, 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 an amount equal 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 9.02Amount. 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(arequirements of clauses (a) and 7.03(b)(b) of this Item 16 of the Terms Schedule, Holdings then Borrower shall be deemed to have satisfied the requirements of each such Section set forth therein as of the relevant date of determination with the same effect as though there had been (or would have been) no failure to comply on therewith at such date, and the applicable breach or default of any such Section 7.03(a) and/or Section 7.03(b) financial covenant that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge Cure Amount shall be applied to such fiscal quarter in each subsequent measurement period that this Section may includes such fiscal quarter. Borrower shall not be relied on for purposes permitted to exercise the Cure Right more than two (2) times in any period of calculating any financial ratios other four (4) consecutive fiscal quarters or more than as applicable three (3) times during the term of this Agreement and the maximum aggregate amount of all Cure Amounts shall not exceed $1,000,000. As used in this Item 16 of the Terms Schedule, the following terms shall have the following meanings ascribed to Sections 7.03(a) and 7.03(b)them.

Cure Right. In (a) For the event purpose of determining whether an Event of Default under Section 9.1 has occurred, the Borrower may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of stock (other than Disqualified Equity Interests) of the Borrower, or a cash contribution to the stock (other than Disqualified Equity Interests) of the Borrower (the “Cure Amount”), in each case as an increase to EBITDA on a dollar-for-dollar basis equal to such Cure Amount solely for the applicable fiscal quarter (a “Cure Quarter”) (and any Test Period that Holdings fails to comply includes such Cure Quarter) and solely for the purpose of complying with the requirements of the financial covenant First Lien Net Leverage Ratio 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 9.1 for such fiscal quarter Cure Quarter (and for the avoidance of doubt, only for any Test Period that includes 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”Quarter); provided that (i) such proceeds amounts to be designated are actually received by Holdings during the period from Borrower on or after the date that is 60 days last day of such applicable Cure Quarter on or prior to and until the expiration of the 10th tenth (10th) Business Days Day after the date on which financial statements the Financial Statements are required to be delivered with respect to such fiscal quarter hereunderapplicable Cure Quarter (the “Cure Expiration Date”), (ii) such amounts do not exceed the Cure Right shall not be exercised more than five (5) times during the term minimum amount to cure any Event of Default in respect of Section 9.1 as of the Loans, end of such Cure Quarter and (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no reduction in Consolidated Funded Indebtedness for the purposes of calculating compliance with Section 9.1 for any Cure Quarter in which the Cure Right Amount is included in the calculation of EBITDA (it being understood that Loans repaid with the Cure Amount shall not be exercised in consecutive fiscal quarters, deemed repaid for purposes of determining compliance with Section 9.1 for subsequent periods) and (iv) the Borrower shall have provided notice to the Agent on the date such 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 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(aAmount”. (b) 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 hereto hereby acknowledge that this Section 9.2 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(afor determining actual compliance with Section 9.1 (and not Pro Forma Compliance with Section 9.1 that is required by any other provision of this Agreement) and 7.03(bshall not at any time result in any adjustment (on a Pro Forma Basis or otherwise) to any amounts (including the amount of Indebtedness) or increase in cash, in each case, for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any term, provision or covenant hereunder. (c) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, Section 9.1 shall be deemed complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 9.1 and any Event of Default in respect of Section 9.1 shall be deemed not to have occurred for purposes of the Loan Documents, (ii) upon delivery to the Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 9.2, neither the Agent nor any Lender may exercise any rights or remedies under Article X (or under any other Loan Document) solely on the basis of any actual or purported Event of Default in respect of Section 9.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) (i) the cure right set forth in this Section 9.2 shall not be exercised in consecutive fiscal quarters and (ii) during the term of this Agreement, the Borrower may not exercise the cure right set forth in this Section 9.2 more than four (4) times in the aggregate. (e) 100% of the proceeds of the Cure Amount shall be used to prepay the Loans in accordance with and to the extent required by Section 2.5(b)(iv).

Cure Right. In 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 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 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 or raise, during the period from the date that is 60 days prior to and until the expiration payoff or satisfy 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 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 deemed received (and/or the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity raise, payoff or Additional Second Lien satisfaction of 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 occurred) immediately prior to such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of each the applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the Company shall be deemed to have complied with the relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the 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 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). 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 accelerate its Notes or exercise any of its rights or remedies pursuant to Section 12 solely on for purposes the basis of calculating any financial ratios other than as the occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the end of the applicable quarter or fiscal year to Sections 7.03(a) and 7.03(b)which such officer’s certificate relates.

Cure Right. In Notwithstanding anything to the contrary contained in this Section 11, in the event that Holdings fails the Borrowers would otherwise fail to comply with the requirements of Sections 6.5 or 6.6 (each, a “Financial Performance Covenant”) at the financial covenant set forth in Section 7.03(a) end of any fiscal quarter or 7.03(b)fiscal year, Parent shall have the right, exercisable at any time during the period from the date that is 60 term of this Agreement within ten days prior to and until the expiration of the 10th Business Days after the date on which delivery of any financial statements are required pursuant to Sections 9.7 and 9.8 (provided that such right may not be delivered exercised with respect to the applicable more than two consecutive fiscal quarters or more than four fiscal quarters during any consecutive eight fiscal quarter hereunderperiod), Holdings shall have the right to (a) issue Permitted Cure Equity Securities (as defined below) for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien IndebtednessParent, and 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 Borrowers (the “Cure Right”); provided that , and upon the receipt by the Borrowers of such cash (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”) pursuant to the exercise by Parent of such Cure Right, the Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Section 9.02. IfAgreement, by an amount equal to the Cure Amount (with the Cure Amount not to exceed the amount necessary for the Borrowers to be in compliance with the requirements of all Financial Performance Covenants); and (b) if, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDAforegoing recalculations, Holdings is the Borrowers shall then be in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)requirements of all Financial Performance Covenants, Holdings the Borrowers 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 applicable breach or default of any such Section 7.03(a) and/or Section 7.03(b) Financial Performance Covenant that had would have otherwise occurred on such date but for the application of the foregoing recalculations 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)have occurred.

Cure Right. In Notwithstanding anything to the contrary contained in Section 6.12, 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(a) or 7.03(b6.12 (the “Financial Covenant”), during the period from the date that is 60 days prior to and until the expiration of the 10th ten (10) Business Days (the “Cure Deadline”) after the date on which financial statements are the compliance certificate calculating such covenant is required to be delivered with respect pursuant to Section 5.01(c), the applicable fiscal quarter hereunder, Holdings Borrowers shall have the right to issue Equity Interests (aother than Disqualified Stock) issue Permitted Cure Equity to Parent or its direct or indirect parent entity for cash cash, directly or otherwise receive cash contributions indirectly, 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 Borrowers (the “Cure Right”); provided that ) in order to prepay the Revolving Loans in accordance with Section 2.10, without penalty or premium, in such amounts as are necessary to be in compliance with the Financial Covenant (i) such the amount of cash proceeds are actually so received by Holdings during the period from Company, 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) “Cure Amount”). In no event shall the Cure Right shall not Amount be exercised more greater than five (5) times during the term amount required for purposes of complying with the Financial Covenant as set forth herein. The Cure Amount will be used solely to prepay the Revolving Loans, (iii) the . The Cure Right shall may not be exercised in consecutive fiscal quarters, not more than two (iv2) such proceeds times in any four (4) consecutive fiscal quarter period, and not more than four (4) times in the aggregate prior to the Maturity Date. Upon the Lender’s receipt of the Cure Amount, the Financial Covenant shall be applied recalculated (for such period and for any subsequent period that includes the fiscal quarter in respect of which the Cure Right was exercised) giving effect to prepay the Loans in accordance with Section 2.06(c)(vfollowing pro forma adjustments: (i) EBITDA shall be increased by not more than the Cure Amount, and (vii) 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 the Borrowers are in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b)Financial Covenant, Holdings then the Borrowers 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 automatically cured for the purposes of this Agreement. The parties hereby acknowledge that resulting increase to EBITDA from the exercise of the Cure Right shall not result in any adjustment to EBITDA or any other financial definition for any purposes under this Section may not be relied on Agreement or any Loan Document, other than for purposes of calculating the Financial Covenant. Notwithstanding the foregoing, for purposes of calculating Indebtedness for any financial ratios other than trailing twelve (12) month period which includes the fiscal quarter for which the Cure Right was exercised and the next three (3) fiscal quarters, the Financial Covenant and Indebtedness shall be calculated as applicable if the Cure Amount was not applied to Sections 7.03(a) reduce the Obligations; it being understood and 7.03(b)agreed that until the Cure Deadline, the Lender shall not exercise the right to accelerate the Loans, terminate the Commitments, foreclose on or take possession of the Collateral, or charge any default interest, in each case, solely on the basis of an Event of Default having occurred and being continuing under Section 6.12 in respect of the period ending on the last day of such fiscal quarter.

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 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 or raise, during the period from the date that is 60 days prior to and until the expiration payoff or satisfy 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 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 deemed received (and/or the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity raise, payoff or Additional Second Lien satisfaction of 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 occurred) immediately prior to such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of each the applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the Company shall be deemed to have complied with the relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the 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 (for the avoidance of doubt, the Cure Right shall not be deemed to have been exercised in any subsequent fiscal quarter within any applicable one hundred twenty (120) day cure 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. STEPSTONE PRIVATE CREDIT FUND LLC NOTE PURCHASE AGREEMENT

Cure Right. In If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to Section 7.2(a), which certificate demonstrates (i) a Financial Covenant Default and (ii) an Asset Coverage Ratio not less than 1.35:1.00, the event that 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 or raise, during the period from the date that is 60 days prior to and until the expiration payoff or satisfy 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 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 deemed received (and/or the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity raise, payoff or Additional Second Lien satisfaction of 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 occurred) immediately prior to such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the requirements end of each the applicable quarter or fiscal year to which such officer’s certificate relates, then, once such plan is submitted, the Company shall be deemed to have complied with the relevant covenant under Section 10.7 that gave rise to such Financial Covenant Default as of the 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). HPS CORPORATE CAPITAL SOLUTIONS FUND 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 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 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 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, (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, periods ending after such fiscal quarter) and (ivv) such proceeds shall be applied to prepay the Term 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 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 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 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. ASIA-DOCS\12847562.6 DRAFT 076267-0001

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 Notwithstanding anything to the contrary contained in this Section 10, in the event that Holdings the Borrower fails to comply be in compliance with the requirements Leverage Ratio at the end of any fiscal quarter and (a) at the time the Borrower delivers the Compliance Certificate to the Lender for such fiscal quarter, the Borrower also delivers a notice (a “Notice of Intent to Cure”) indicating that one or more members of the financial covenant set forth in Section 7.03(aBorrower has agreed to provide the Cure Amount and (b) or 7.03(b), during the period from prior to the date that is 60 days prior to and until the expiration of the 10th Business fifteen (15) Days after the date on which financial statements for such fiscal quarter are required to be delivered with respect to the applicable fiscal quarter hereunderLender pursuant to Section 6.4(a), Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions Amount is in fact contributed to the capital of Holdings or (b) incur Additional Second Lien IndebtednessBorrower, and then compliance with the Leverage Ratio will be recalculated by an increase in EBITDA equal to the Cure Amount contributed and, if after giving effect to such recalculation the Borrower is in compliance with the Leverage Ratio, the Borrower shall be deemed to have 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 complied with the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections Leverage Ratio 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 therewith at such date, and the applicable with no breach, Default or Event of Default having occurred. The right to cure a breach or default of such Section 7.03(a) and/or 8.1 pursuant to this Section 7.03(b) that had occurred 10.4 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 referred to as applicable to Sections 7.03(a) and 7.03(b)the “Cure Right.”