Common use of Cure Right Clause in Contracts

Cure Right. In the event that Parent fails to comply with the requirements of any Financial Covenant set forth in Section 9.01(a) or Section 9.01(b), from the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (the “Cure Expiration Date”), Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b), Parent shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence.

Cure Right. In the event that Parent Ultimate Holdings fails to comply with the requirements of any Financial Covenant the financial covenant set forth in Section 9.01(a10.3(a) or Section 9.01(b10.3(b), during the period from the last date of the applicable Test Period that is 60 days prior to and until the expiration of the tenth (10th) 10th Business Day Days after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder (the “Cure Expiration Date”)fiscal quarter hereunder, Parent Ultimate Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent Ultimate Holdings or (b) incur Additional Second Lien Indebtedness, and apply 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 amount avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the proceeds thereof to increase EBITDA with respect to such applicable last day of any subsequent fiscal quarter (the “Cure Right”); provided that (ai) such proceeds are actually received by Parent no later than ten (10) Ultimate Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such Test Date fiscal quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (dii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (eiii) 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 shall not be exercised in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the consecutive fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarterquarters, (fiv) such proceeds shall be applied to prepay Indebtedness of the Loans in accordance with Section 3.04(b)(vii) Loan Parties and (gv) until 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 Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under Right” pursuant to this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date13.2. If, after giving effect to the foregoing pro forma adjustment (but nottreatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent Holdings is in compliance with the financial covenants covenant set forth in Section 9.01(aSections 10.3(a) and Section 9.01(b10.3(b), Parent 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 9.01(a10.3(a) and and/or Section 9.01(b10.3(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(aSections 10.3(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence10.3(b).

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that Parent fails to comply with any Loan Party would otherwise be in default of the requirements of any Financial Covenant financial covenant set forth in Section 9.01(a8.16(a) for any period, on or Section 9.01(b), from the last date of the applicable Test Period until the expiration of before the tenth (10th) Business Day after subsequent to the due date for delivery of the financial statements for such period pursuant to Section 7.01(a) or (b), as applicable Test Date hereunder (such period, the “Cure Expiration DatePeriod”), Parent the Borrower shall have the right to issue Permitted Cure Equity its Qualified Capital Stock for cash or otherwise receive cash contributions 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 applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter following pro forma adjustments (collectively, the “Cure Right”); provided that ): (aA) such proceeds are actually received by Parent no later than ten (10) Business Days after Product Revenues shall be increased for the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) final fiscal quarter periods during each Test Periodof such period (the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the Applicable Quarter, (d) solely for the Cure Right shall not be exercised more than five (5) times during the term purpose of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with measuring the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is 8.16(a), and not cured on or prior for any other purpose under this Agreement, by an amount equal to the Specified Cure Expiration Date. Contribution; and (B) If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Loan Parties shall then be in compliance with the requirements of the financial covenants covenant set forth in Section 9.01(a) and Section 9.01(b8.16(a), Parent the Loan Parties shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b8.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this . (ii) Notwithstanding anything herein to the contrary, (A) the Loan Parties shall provide notice to the Administrative Agent of their intention to exercise the Cure Right no later than the date of delivery of the financial statements evidencing such noncompliance pursuant to Section 10.02 7.01(a) or (b), as applicable, (B) in each four fiscal quarter period, there shall be a period of at least two (2) fiscal quarters in respect of which no Cure Right is exercised, (C) the Cure Right may not be relied on exercised with respect to consecutive fiscal quarters, (D) the Specified Cure Contribution shall be no greater than the amount required for purposes of calculating any complying with the financial ratios other than as applicable to covenant in Section 9.01(a8.16(a), (E) and Section 9.01(b) and shall not result in any adjustment the Specified Cure Contribution received pursuant to any amounts other exercise of the Cure Right shall be disregarded for purposes of determining any available basket under any covenant in this Agreement, (F) the Cure Right may be exercised no more than three (3) times during the term of this Agreement and (G) the provisions of this Section 8.16(b) shall in no way limit the Borrower’s ability to issue its Qualified Capital Stock at any time and for the avoidance of doubt, any limitation with respect to amount of the Specified Cure Contribution is only a limitation with respect to the amount of Product Revenue that may count as a Specified Cure Contribution pursuant to the EBITDA referred terms of this Section 8.16(b). (iii) To the extent that the financial statements delivered pursuant to Section 7.01(a)(i) demonstrate that the Loan Parties would be in default of the immediately preceding sentencefinancial covenant set forth in Section 8.16(a) for the period covered by such financial statements, notwithstanding the Borrower having exercised a Cure Right with respect to such period on or before the tenth (10th) Business Day subsequent to the due date for delivery of the financial statements required to be delivered for such period by Section 7.01(a)(ii), the Loan Parties shall be deemed to have not satisfied the requirements of Section 8.16(a) as of the relevant date of determination and the applicable breach or default thereof which had occurred shall not be deemed cured as of such date for all purposes of this Agreement unless and until (but on or before the tenth (10th) Business Day subsequent to the due date for delivery of the financial statements required to be delivered for such period by Section 7.01(a)(i)) the Borrower shall have issued Qualified Capital Stock for cash in an aggregate amount equal to the amount necessary to cure the relevant failure to comply with the financial covenant contained in Section 8.16(a) (it being understood and agreed that any such issuance by the Borrower pursuant to this clause (iii) for any period in connection with the financial statements required to be delivered by Section 7.01(a)(i) shall be deemed to be the same “Cure Right” as the “Cure Right” exercised by the Borrower for such period in connection with the financial statements required to be delivered by Section 7.01(a)(ii)). For the avoidance of doubt, it is understood and agreed that all terms and conditions of clauses (i) – (ii) of this Section 8.16(b) shall apply to any such Cure Right exercised in connection with the financial statements required to be delivered by Sections 7.01(a)(i) and 7.01(a)(ii).

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that Parent fails the Borrower reasonably expects to fail (or has failed) to comply with the requirements of Section 6.10 as of the end of any Financial Covenant set forth in Section 9.01(a) or Section 9.01(b)Test Period, from at any time during the last date fiscal quarter of the applicable such Test Period through and until the expiration of the tenth (10th) 10th Business Day after subsequent to the applicable Test Date hereunder date the financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) with respect to such fiscal quarter (the “Cure Expiration DateDeadline”), Parent the Borrower (or any parent thereof) shall have the right to issue Permitted Cure Equity common stock or other Capital Stock reasonably satisfactory to the Administrative Agent for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter Borrower (collectively, the “Cure Right”); , and upon the receipt by the Borrower of the Net Cash Proceeds of such issuance or contribution (the “Cure Amount”) pursuant to the exercise by the Borrower of such Cure Right (provided that (a) such proceeds are actually Cure Amount is received by Parent no later than ten the Borrower on or before the applicable Cure Deadline) compliance with Section 6.10 for such Test Period shall be recalculated giving effect to the following pro forma adjustments: (10i) Business Days after the date on which financial statements are required to Consolidated Operating Cash Flow shall be delivered increased with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) applicable fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to which such Cure Amount is received by the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods Borrower and any Test Period that include includes such fiscal quarter, (f) such proceeds shall be applied to prepay solely for the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance purpose of any Default or determining whether an Event of Default on has occurred and is continuing as a result of a violation of Section 6.10 and not for any other purpose under this Agreement, by an amount equal to the basis Cure Amount and any prepayment of Indebtedness with the actual or purported failure to comply with any Cure Amount shall be disregarded for purposes of measuring the covenant set forth in Section 9.01(a6.10 for such Test Period; (ii) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. Ifif, after giving effect to such increase in Consolidated Operating Cash Flow, the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in requirements of Section 9.01(a) and Section 9.01(b)6.10, Parent the Borrower shall be deemed to have satisfied the requirements of such Section 6.10 as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such the Section 9.01(a) and Section 9.01(b) 6.10 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a; and (iii) and Section 9.01(b) and shall not result in any adjustment Consolidated Total Debt with respect to any amounts other than Test Period subsequent to the amount Test Period for which the Cure Amount is deemed applied that includes such fiscal quarter with respect to which such Cure Amount is received by the Borrower shall be decreased solely to the extent proceeds of the EBITDA referred Cure Amount are applied to prepay any Indebtedness; provided that the Borrower shall have notified the Administrative Agent in writing of the immediately preceding sentenceexercise of such Cure Right within five Business Days of the receipt of the Cure Amounts.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through (d) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount (athe “Cure Amount”) such proceeds are actually received by Parent no later than ten equal to (10x) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the difference between the Minimum Required Revenue less Borrower’s annual Revenue. The Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In (a) Subject to the event that Parent fails limitations set forth in clauses (d) and (e) below, Borrower may cure (and shall be deemed to comply with have cured) an Event of Default arising out of a breach of the requirements of any Financial Covenant financial covenant set forth in Section 9.01(a7 (the “Specified Financial Covenant”) if it receives the cash proceeds of an investment of Curative Equity on or Section 9.01(b), from before the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (the “Cure Expiration Date”), Parent shall have ) that is 10 Business Days after the right date that is the earlier to issue Permitted Cure Equity for cash or otherwise receive cash contributions occur of (i) the date on which the Compliance Certificate is delivered to the applicable equity capital of Parent and apply the amount Agent in respect of the proceeds thereof to increase EBITDA Fiscal Quarter with respect to which any such applicable quarter breach occurred (the “Specified Quarter”), and (ii) the date on which the Compliance Certificate is required to be delivered to Agent pursuant to Section 5.1 in respect of the Specified Quarter (such earlier date, the “Financial Statement Delivery Date”); provided, that Borrower’s right to so cure an Event of Default (the “Cure Right”); provided that (a) shall be contingent on its timely delivery of such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which Compliance Certificate and financial statements are for the Specified Quarter as required to be delivered with respect to such Test Date hereunder, under Section 5.1. (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, [reserved] (c) Borrower shall promptly notify Agent of its receipt of any proceeds of Curative Equity (and shall apply the Cure Right shall not be exercised full amount of the Curative Equity received by Borrower to the payment of the Obligations in more than two (2) fiscal quarter periods during each Test Period, the manner specified in Section 2.4(e)(ii)). (d) the Cure Right shall not be exercised more than five (5) times during the term Any investment of the Loans, (e) there Curative Equity 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 9.01(a) immediately available funds and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied in an amount that is sufficient to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure cause Borrower to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)Specified Financial Covenant for the Specified Quarter, Parent shall be deemed to have satisfied the requirements of calculated for such Section purpose as of the relevant date of determination with the same effect as though there had been no failure to comply on if such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of Curative Equity were additional EBITDA of Parent as at such date (the EBITDA referred to in the immediately preceding sentence“Cure Amount”).

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through (f) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within *** of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the Minimum Required Revenue less Borrower’s annual Product Revenue (the “Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Product Revenue of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent fails Borrowers fail to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through (f) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the Cure Right shall not be exercised more than five (5) times during the term Minimum Required Revenue less annual Revenue from sales of the Loans, Product (e) there the “Cure Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Parent, and upon the proceeds receipt by Parent of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Parent from sales of the Product for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith)recalculation, Parent is shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Parent or Lenders for all purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In the event that Parent fails Borrowers fail to comply with satisfy the requirements of any Financial Covenant covenants set forth in Section 9.01(a9.2 and/or Section 9.3 at the end of the Test Period applicable to such covenant, Borrowers shall have the limited right to cure such Event of Default on the following terms and conditions (and until the expiration of any such Cure Period an Event of Default as a result of Borrowers’ breach of Section 10.1(a) or arising from Borrowers’ failure to comply Section 9.01(b)9.2 and/or Section 9.3 shall not be continuing): (a) a prepayment of the outstanding Term Loans in an amount equal to the Prepayment Cure Amount (any such prepayment, from a “Covenant Cure Payment”) shall be received by Agent after the last date end of the applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (the “Cure Expiration Date”), Parent shall have the right to issue Permitted Cure Equity for cash and on or otherwise receive cash contributions prior to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter date which is five (the “Cure Right”); provided that (a) such proceeds are actually received by Parent no later than ten (105) Business Days after following the date on which financial statements are a Compliance Certificate is required to be delivered with respect to by Administrative Borrower for the applicable Test Period (such Test Date hereunderperiod, a “Cure Period”); (b) such proceeds do Covenant Cure Payments shall not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, be made in consecutive fiscal quarters; (c) the [reserved]; (d) Covenant Cure Right Payments shall not be exercised in made more than two four (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (54) times during the term of the Loans, this Agreement; (e) there any prepayment made under this Section 9.4 shall be no pro forma reduction in Indebtedness with accompanied by the applicable portion of the Prepayment Premium and all accrued interest on the amount prepaid; (f) the proceeds of the any Covenant Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Payment shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and principal amount of the Term Loans; and (g) until Administrative Borrower shall have delivered to Agent a revised Business Plan with respect to such Cure Period, demonstrating to Agent’s satisfaction in Agent’s sole discretion, that at all times during such Cure Period the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance Parties will maintain Liquidity in excess of any Default or Event of Default on the basis 110% of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b), Parent shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable minimum Liquidity required pursuant to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence9.1.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent the Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.01(a)(i)-(v) or Section 9.01(b), from the last date of the 10.03 (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right at any time in the twelve (12) months prior to, or within 90 (ninety) days of, the end of the respective calendar year: (i) to issue Permitted Cure additional shares of Equity Interests in exchange for cash or otherwise receive cash contributions (the “Equity Cure Right”), or (ii) to borrow Permitted Subordinated Debt (the applicable equity capital of Parent and apply “Subordinated Debt Cure Right” and, collectively with the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Equity Cure Right, the “Cure Right”); provided that (a) such proceeds are actually received , and upon the receipt by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue or cash, as applicable, of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Daterecalculated. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred shall be deemed cured without any further action of Borrower or Lenders for all purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 7.1(c), in the event that Parent fails Holdings and the Borrower fail or may fail to comply with the requirements of any Financial Covenant covenant set forth in Section 9.01(a) or Section 9.01(b6.17 for any Test Period (beginning with the Test Period ending December 31, 2015), from the last date of the applicable Test Period until the expiration of at any time on or before the tenth (10th) Business Day after the applicable date that the financial statements with respect to the fiscal quarter or fiscal year, as applicable, ending on the last day of such Test Date hereunder (Period are required to be delivered pursuant to Section 5.1, the “Cure Expiration Date”), Parent Fortress Funds shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent , exercisable no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) four times during the term of the Loansthis Agreement (and in each Test Period for which a Cure Right is exercised, (e) there shall be at least two fiscal quarters in which no pro forma reduction in Indebtedness Cure Right has been exercised), to make, or cause one or more Affiliates of the Fortress Funds to make, cash contributions to, or purchase common equity or other equity interests not constituting Disqualified Capital Stock of, of Holdings (with the such cash or proceeds of equity to be contributed to the Cure Right for purposes of determining Borrower), in an amount equal to the amount required to cause Holdings and the Borrower to be in compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a6.17 for such Test Period (the “Cure Amount”) and/or and apply such Cure Amount to prepay the Term Loans pro rata among the Classes of Term Loans in direct order of maturity of the scheduled remaining Installments of principal of the Term Loans within each Class, upon which the financial covenant set forth in Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. If6.17 shall be recalculated, after giving effect to the foregoing a pro forma adjustment (but not, increase to Consolidated EBITDA of the Jefferson Group Members in accordance with the definition thereof for the avoidance of doubtfiscal quarter with respect to which such Cure Right was exercised in an amount equal to such Cure Amount (and such increase shall be included in each period that includes such fiscal quarter); provided, giving however, that such pro forma adjustment to Consolidated EBITDA of the Jefferson Group Members shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in Section 6.17 with respect to any repayment period that includes the fiscal quarter with respect to which such Cure Right was exercised and not for any other purpose under any Loan Document. (b) If, after the exercise of Indebtedness in connection therewith)the Cure Right and the recalculations pursuant to Section 7.3(a) above, Parent is the Borrower shall then be in compliance with the financial covenants requirements of the covenant set forth in Section 9.01(a) and Section 9.01(b)6.17 for such Test Period, Parent the Borrower shall be deemed to have satisfied the requirements of such the covenant set forth in Section 6.17 as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach Default or default Event of such Default under Section 9.01(a) and Section 9.01(b7.1(c) that had occurred shall be deemed cured cured; provided, however, that (i) the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with Section 6.17 and (ii) all Cure Amounts and the use of proceeds therefrom will be disregarded for all other purposes (including calculating Consolidated EBITDA for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios determining the Total Debt Leverage Ratio and the Total Secured Debt Leverage Ratio) under the Loan Documents other than compliance with Section 6.17. (c) If on a pro forma basis after giving effect to the investment of cash in equity of Holdings pursuant to the preceding clause (a), the Borrower would have been in compliance with the covenant set forth in Section 6.17 as applicable of the date of the relevant Compliance Certificate, the Event of Default under Section 6.17 shall be deemed to have not occurred. During the pendency of any cure right afforded to the Jefferson Group Members pursuant to Section 9.01(a) and Section 9.01(b) and 7.3(a), the Administrative Agent shall not result exercise any remedies described under Section 7.1 or otherwise for failure to satisfy the financial covenant in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentenceSection 6.17.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Section 10, in the event that Parent the Borrower fails to comply with the requirements of any Financial Covenant set forth in the covenant under Section 9.01(a) or Section 9.01(b)9.11, from the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day after subsequent to the applicable Test Date hereunder date financial statements are required to be delivered pursuant to Section 8.01(a) or Section 8.01(b) (the “Anticipated Cure Expiration DateDeadline”), Parent in respect of the period ending on the last day of such Fiscal Quarter, the Borrower shall have the right to 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 applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter Borrower as common equity (the “Cure Right”); provided that (a) , in each case following the end of such proceeds are actually received by Parent no later than ten (10) Business Days after Fiscal Quarter and on or prior to the date on which financial statements are required Anticipated Cure Deadline, in each case in an 126 aggregate amount not to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition the relevant failure to EBITDA) comply with such Event of Default under Section 9.01(a) or Section 9.01(b) for such periodcovenant may, (c) at the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term election of the Loans, (e) there shall Borrower be no pro forma reduction included in Indebtedness with the proceeds calculation of the Cure Right Consolidated EBITDA for purposes of determining compliance with such covenant, and upon the financial covenants 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 9.01(a9.11 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 9.01(b9.11, 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 (1) the receipt by the Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including determining the availability or for determining amount of any pricing, financial covenant based conditions baskets or baskets carve-outs) and (2) no Cure Amount shall reduce Indebtedness (whether on a Pro Forma Basis or otherwise and whether by netting (including with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter calculation of Consolidated Indebtedness or otherwise) for any period in which the Cure Right Amount is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay included in the Loans in accordance with Section 3.04(b)(vii) and (g) until calculation of Consolidated EBITDA for purposes of calculating the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any financial covenant set forth in Section 9.01(a) and/or 9.11; provided, further, that the proceeds of any Cure Amount may be used, at the Borrower’s option, to prepay Term Loans (it being understood and agreed that such prepayments shall not be given effect in determining compliance with the financial covenant set forth in Section 9.01(b) until such failure is not cured on or prior to 9.11 for any period in which the Cure Expiration Date. IfAmount is included in the calculation of Consolidated EBITDA); and (ii) if, after giving effect to the foregoing pro forma adjustment recalculations (but not, for the avoidance of doubt, not giving pro forma adjustment effect to any repayment payment of Indebtedness in connection therewithmade with such Cure Amount when calculating compliance with Section 9.11 at the end of such (but no other) Fiscal Quarter), Parent is the Borrower shall then be in compliance with the financial covenants set forth in requirements of the covenant under Section 9.01(a) and Section 9.01(b)9.11 at the end of such Fiscal Quarter, Parent the Borrower shall be deemed to have satisfied the requirements of such the covenant under Section 9.11 as of the relevant date last day of determination such Fiscal Quarter with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default Default or Event of such Default of the covenant under Section 9.01(a) and Section 9.01(b) 9.11 that had occurred shall be deemed cured for purposes 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 period 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 times during the term of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a, (iii) and Section 9.01(b) and the Cure Amount shall not result in any adjustment to any amounts other than exceed the amount required to cause the Borrower to be in compliance with the covenant under Section 9.11; and (iv) neither the Administrative Agent nor any 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 EBITDA referred failure to in comply with Section 9.11 until after the immediately preceding sentenceBorrower’s ability to cure has lapsed and the Borrower has not exercised the Cure Right.

Cure Right. In Notwithstanding anything to the contrary contained herein, in the event that Parent Borrower fails to comply with the requirements of Section 6.10(b) at any Financial Covenant set forth in Section 9.01(a) or Section 9.01(btime (any such day, a “Test Date”), from during the last date of period beginning on the applicable first day following the Test Period Date until the expiration of the tenth ninetieth (10th90th) Business Day day after the applicable Test Date hereunder (the “Anticipated Cure Expiration DateDeadline”), Parent Borrower shall have the right to issue Permitted Cure capital stock (which, if other than common Equity for cash Interests, shall be in a form reasonably acceptable to Bank), incur Subordinated Debt or otherwise receive cash contributions obtain a contribution to the applicable its common equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received , and upon receipt by Parent no later than ten Borrower of such cash (10) Business Days after the date on which financial statements are required “Cure Amount”), pursuant to be delivered with respect to the exercise by Parent Borrower of such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Periodand request to Bank to effect such recalculation, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there minimum cash financial covenant shall be no recalculated giving effect to the following pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(aadjustments: (i) unrestricted and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds unencumbered cash and Cash Equivalents shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior increased by an amount equal to the Cure Expiration Date. IfAmount; (ii) immediately after giving effect to the Cure Amount, unrestricted and unencumbered cash and Cash Equivalents maintained in Borrower’s Deposit Accounts with Bank and its Affiliates shall equal an amount of at least one hundred and ten percent (110%) of the Obligations; and (iii) if, after giving effect to the foregoing pro forma adjustment (but notcalculations, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in requirements of Section 9.01(a) and Section 9.01(b6.8(b), Parent Borrower shall be deemed to have satisfied the requirements of such Section 6.8(b) as of the relevant date of determination Test Date with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) the applicable financial covenant that had occurred shall be deemed cured for the purposes of this AgreementAgreement as of the applicable Test Date and shall be deemed to have never existed. The parties hereby acknowledge that this Section 10.02 may not Notwithstanding anything herein to the contrary (i) the Cure Amount shall be relied on no greater than the amount required for purposes of calculating any financial ratios other than as applicable causing Borrower to Section 9.01(acomply with Sections 6.10(b) and Section 9.01(b6.10(c)(ii), (ii) and the Cure Amount shall not result in exceed Five Million Dollars ($5,000,000), (iii) the Cure Right shall only be available if the Parent Borrower’s publicly traded capital stock price per share remains above One Dollars ($1.00) as demonstrated to the satisfaction of Bank and (iv) the Cure Amount cannot exceed the net cash proceeds that the Parent Borrower could reasonably receive at such time through its ATM Facility based on applicable volume trading restrictions at the average ten-day closing price of Parent Borrower’s capital stock on the New York Stock Exchange. Upon Bank’s receipt of a notice from Parent Borrower that it intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the Anticipated Cure Deadline to which such Notice of Intent to Cure relates (i) any adjustment Default or Event of Default due to the breach of Section 6.10(b) shall be deemed retroactively not to have occurred, subject to the terms and conditions set forth above; provided that (A) until the Cure Amount is made, an Event of Default shall be deemed to exist for purposes of determining compliance with any amounts other than conditions precedent to the amount making of any Credit Extensions and any term or provision of any Loan Documents which prohibits any action to be taken by Borrower or its respective Subsidiaries during the existence of an Event of Default and (B) if the Cure Amount is not made before the Anticipated Cure Deadline, such Default or Event of Default shall be deemed reinstated and (ii) Bank shall not exercise the right to accelerate payment of the EBITDA referred Obligations and Bank shall not exercise any right to foreclose on or take possession of the Collateral, in each case solely on the immediately preceding sentencebasis of an allegation of an Event of Default having occurred and being continuing under Section 6.10(b) due to failure by Borrower to comply with the requirements of the applicable financial covenants as of the applicable Test Date.

Cure Right. In the event that Parent fails the Borrowers fail to comply with the requirements of any Financial Covenant the financial covenant set forth in Section 9.01(a) or Section 9.01(b7.03(a), from the last date of the applicable Test Period until the expiration of the tenth (10th) 15th Business Day after the date on which the applicable Test Date hereunder financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Parent (the “Cure Expiration Date”), Parent or its direct or indirect parent company) shall have the right to issue Permitted Cure Qualified Equity Interests for cash or otherwise receive cash contributions to the applicable equity capital of the Parent (or its direct or indirect parent company), and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Parent no later than ten fifteen (1015) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunderfiscal quarter hereunder (the “Cure Deadline”), (b) such proceeds do the amount added to Consolidated EBITDA does not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under failure to comply with the financial covenant set forth in Section 9.01(a) or Section 9.01(b7.03(a) for such periodperiod (the “Cure Amount”), (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods 3 times during each Test Periodthe term of this Agreement, (d) the Cure Right shall not be exercised more than five (5) 2 times during the term of the Loansany 4 consecutive fiscal quarters, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants shall not be exercised in Section 9.01(a) consecutive fiscal quarters, and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date2.05(c)(v). If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewiththerewith for the applicable fiscal quarter), Parent the Borrower is in compliance with the any financial covenants covenant set forth in Section 9.01(a) and Section 9.01(b7.03(a), Parent the Borrower shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b7.03(a) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b7.03(a) and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding anything else herein to the contrary, if the Borrower shall have delivered to the Agents a written notice prior to the Cure Deadline of the Borrower’s intent to exercise a Cure Right, then upon receipt of such notice until the expiration of the Cure Deadline, the Lenders and Agents shall refrain from exercising any rights or remedies with respect to such Event of Default that may be cured.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a)(i) through (vi) or Section 9.01(b), from the last date of the 10.02(b) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to issue additional Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received one (1) multiplied by Parent no later than ten (10y) Business Days after the date on which financial statements are required to be delivered Minimum Required Revenue for the respective calendar year with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, being exercised less the Obligors’ annual Revenue (f) such proceeds the “Cure Amount”). The cash therefrom immediately shall be applied contributed as equity or subordinated debt (only as permitted pursuant to prepay Section 9.01), as applicable, to Borrower, and upon the Loans in accordance with Section 3.04(b)(vii) and (g) until receipt by Borrower of the Cure Expiration DateAmount pursuant to the exercise of such Cure Right, neither any Agent nor any Lender such Cure Amount shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis be deemed to constitute Revenue of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to Obligors for purposes of the Cure Expiration DateSpecified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. Upon the Lenders’ receipt of this Agreement. The parties hereby acknowledge a notice from Borrower that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable it intends to exercise the Cure Right with respect to Section 9.01(a10.02(a) or (b) (the “Notice of Intent to Cure”), then, so long as no other Event of Default then exists and Section 9.01(b) and shall not result in any adjustment solely with respect to any amounts other than the amount Borrower’s exercise of the EBITDA referred Equity Cure Right and Subordinated Debt Cure Right, through the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, neither Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 10.02(a) or (b) in respect of such calendar year; provided that if Borrower fails to raise the immediately preceding sentenceCure Amount on or before the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, the applicable breach of the Specified Financial Covenants, the related Default and Event of Default, shall be deemed to have occurred as of the day following the last day of such calendar year and the Default Rate shall be deemed to have been implemented as of such date.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent the Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(bthrough (g) (such covenants for such applicable periods being the “Specified Financial Covenants”), from Borrower shall have the last date right, within the period beginning ninety (90) days prior to and ending sixty (60) days after, the end of the applicable Test Period until the expiration respective calendar year: (i) to issue additional shares of the tenth (10th) Business Day after the applicable Test Date hereunder Equity Interests in exchange for cash (the “Equity Cure Expiration DateRight”), Parent shall have the right or (ii) to issue borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) two and one half (2.5) multiplied by (y), at the election of Borrower as to the applicable calendar year, such proceeds are actually received by Parent no later than ten election to be made within sixty (1060) Business Days days after the date on which financial statements are required end of the applicable calendar year by written notice to be delivered with respect to such Test Date hereunderthe Lenders, (b1) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) Minimum Required Revenue less Borrower’s actual Revenue for such period, (c) the Cure Right shall not be exercised in more than two period or (2) fiscal quarter periods during each Test Period, the Minimum Required EBITDA less Borrower’s actual EBITDA for such period (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, as applicable to such calendar year) (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and within sixty (60) days of the end of the respective calendar year, pursuant to the exercise of such Cure Right, such cash in the fiscal quarter in which amount of the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Amount shall be applied deposited in a segregated, blocked account (the “Cure Account”) and, once so deposited, shall be deemed to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights constitute Revenue or remedies under this Agreement (or under any other Loan Document) available during the continuance EBITDA of any Default or Event of Default on the basis Borrower per Borrower’s election for such calendar year for purposes of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to Specified Financial Covenants and the Cure Expiration DateSpecified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes of this Agreementunder the Loan Documents. The parties hereby acknowledge that this Section 10.02 may not Cure Account shall contain only cash and Permitted Cash Equivalent Investments and be relied subject to a control agreement in favor of the Control Agent. Earnings on for purposes of calculating any financial ratios other than investments in the Cure Account will remain in the Cure Account until released on approval as applicable pursuant to Section 9.01(aSections 10.03(b) and Section 9.01(b(c) and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentencebelow.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent fails the Obligors fail to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a) or Section 9.01(b), from the last date of the 10.02 (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within one-hundred twenty (120) days of the end of the respective calendar year: (i) to issue additional shares of Qualified Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the Minimum Required Revenue less the actual Revenue for such calendar year (the “Cure Right shall not be exercised more than five (5) times during Amount”). Upon the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Obligors shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent the Obligors shall be deemed to have satisfied the requirements of 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, date and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred and the related Default and Event of Default shall be deemed cured without any further action of Borrower, Administrative Agent or any Lender for all purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent the Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through e) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent 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 (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the applicable Minimum Required Revenue less Borrower’s actual Revenue over the relevant testing period for the applicable Minimum Required Revenue (the “Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes of under the Loan Documents. [***] Certain information in this Agreementdocument has been omitted and filed separately with the Securities and Exchange Commission. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable Confidential treatment has been requested with respect to the omitted portions. (b) Notwithstanding anything herein to the contrary the Cure Amount received by Borrower from investors investing in or lending to Borrower pursuant to Section 9.01(a10.03(a) and Section 9.01(b) and shall not result in be used to immediately prepay the Loans, without any adjustment to any amounts Prepayment Premium or other than the amount of the EBITDA referred to prepayment penalty, credited in the immediately preceding sentenceorder set forth in Sections 3.03(b)(i)(A)-(E).

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent the Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through (f) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. (a) In the event that Parent fails to comply with the requirements any requirement of any clause 22.2 (Financial Covenant set forth in Section 9.01(aCondition) or Section 9.01(b), from the last date of the applicable Test Period until the expiration of the tenth (10theach a Financial Covenant) Business Day after the applicable Test Date hereunder (the “Cure Expiration Date”), Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA is not satisfied with respect to such applicable quarter (a Financial Quarter, if, within 15 days following the “Cure Right”); provided that (a) such proceeds are actually received by Parent no later than ten (10) Business Days after delivery of the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) Compliance Certificate for such periodFinancial Quarter, the Sponsors subscribe for New Equity and the Parent has received the proceeds of such subscription (cNew Equity Proceeds) the Cure Right (which shall not be exercised applied in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term prepayment of the Loans), (e) there the Financial Covenants listed below 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 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. If, after recalculated giving effect to the foregoing following pro forma adjustment adjustments: (but not, i) for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b), Parent shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes purpose of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than LTV, the amount of New Equity Proceeds shall be treated (for this purpose only) as having been used in prepayment of the EBITDA referred Loans on the first day of the Relevant Period and clause 22.2(a) (LTV) shall be recalculated accordingly; (ii) for the purpose of calculating the Interest Cover Ratio, the amount of New Equity Proceeds shall be treated (for this purpose only) as having been used in prepayment of the Loans on the first day of the Relevant Period in respect of which a cure is to be effected and clause 22.2(b) (Interest Cover) shall be recalculated accordingly; (iii) for the purpose of calculating Net Operating Income (milestone test), the amount of New Equity Proceeds shall be treated (for this purpose only) as having been used in prepayment of the immediately preceding sentenceLoans on the first day of the Relevant Period in respect of which a cure is to be effected and clause 22.2(c) (Net Operating Income (milestone test)) shall be recalculated accordingly; and (iv) for the purpose of calculating Net Operating Income (comparable quarter test), the amount of New Equity Proceeds shall be treated (for this purpose only) as having been used in prepayment of the Loans on the first day of the Relevant Period in respect of which a cure is to be effected and clause 22.2(d) (Net Operating Income (comparable quarter test):) shall be recalculated accordingly.

Cure Right. In the event that Parent fails the Borrowers fail to comply with the requirements of any Financial Covenant the financial covenant set forth in Section 9.01(a) or Section 9.01(b7.03(b), from the last date of the applicable Test Period until the expiration of the tenth fifth (10th5th) Business Day day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder (fiscal quarter hereunder, the “Cure Expiration Date”), Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of the Parent and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent the Borrowers no later than ten five (105) Business Days days after the date on which financial statements are required to be delivered with respect to such Test Date fiscal quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b7.03(b) for such period, (c) the Cure Right shall not be exercised in more than two four (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (54) times during the term of the Loans, (d) in each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters during which the Cure Right is not exercised, (e) the Cure Right shall not be exercised in consecutive fiscal quarters, (f) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) 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, case in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, and (fg) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date2.05(c)(v). If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is the Borrowers are in compliance with the financial covenants covenant set forth in Section 9.01(a) and Section 9.01(b7.03(b), Parent the Borrowers shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b7.03(b) and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In (a) Notwithstanding anything to the contrary contained in SECTION 11, in the event that Parent fails Obligors fail to comply with any of the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.03(a) or Section 9.01(b), from the last date of the through (f) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right at any time in the twelve (12) months prior to, or within ninety (90) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the Minimum Required Revenue less Borrower’s and its Subsidiaries consolidated Revenue for such year (the “Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 the Lenders for all purposes under the Loan Documents. If any Cure Right is exercised before the end of this Agreement. The parties hereby acknowledge the applicable period over which the Specified Financial Covenant is measured, Borrower shall provide written notice to Administrative Agent, upon its receipt of the Cure Amount, that this Section 10.02 may not be relied on for purposes such Cure Amount is in respect of calculating any financial ratios other than as applicable a Cure Right. (b) Notwithstanding anything herein to the contrary the Cure Amount received by Borrower from investors investing in or lending to Borrower pursuant to Section 9.01(a10.04(a) and Section 9.01(bshall be used to prepay the Loans, together with any Prepayment Premium, not later than five (5) and shall not result in any adjustment Business Days after the consummation of such Cure Right (or such later date as may be agreed to any amounts other than by the amount of the EBITDA referred to Administrative Agent), credited in the immediately preceding sentenceorder set forth in Sections 3.03(b)(i)(A)-(E).

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a)(i) through (vi) or Section 9.01(b), from the last date of the 10.02(b) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to issue additional Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received one (1) multiplied by Parent no later than ten (10y) Business Days after the date on which financial statements are required to be delivered Minimum Required Revenue for the respective calendar year with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, being exercised less the Obligors’ annual Revenue (f) such proceeds the “Cure Amount”). The cash therefrom immediately shall be applied contributed as equity or subordinated debt (only as permitted pursuant to prepay Section 9.01), as applicable, to Borrower, and upon the Loans in accordance with Section 3.04(b)(vii) and (g) until receipt by Borrower of the Cure Expiration DateAmount pursuant to the exercise of such Cure Right, neither any Agent nor any Lender such Cure Amount shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis be deemed to constitute Revenue of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to Obligors for purposes of the Cure Expiration DateSpecified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. Upon the Lenders’ receipt of this Agreement. The parties hereby acknowledge a notice from Borrower that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable it intends to exercise the Cure Right with respect to Section 9.01(a10.02(a) or (b) (the “Notice of Intent to Cure”), then, so long as no other Event of Default then exists and Section 9.01(b) and shall not result in any adjustment solely with respect to any amounts other than the amount Borrower’s exercise of the EBITDA referred Equity Cure Right and Subordinated Debt Cure Right, through the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, neither Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither Administrative Agent nor any Lender shall exercise any right to 137168310 v21 foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 10.02(a) or (b) in respect of such calendar year; provided that, if Borrower fails to raise the immediately preceding sentenceCure Amount on or before the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, the applicable breach of the Specified Financial Covenants, the related Default and Event of Default, shall be deemed to have occurred as of the day following the last day of such calendar year and the Default Rate shall be deemed to have been implemented as of such date.

Cure Right. In the event that Parent fails the Borrowers fail to comply with the requirements of any Financial Covenant financial covenant set forth in Section 9.01(a7.03(a) or Section 9.01(b7.03(b), from the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day 15th day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder (fiscal quarter hereunder, the “Cure Expiration Date”), Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent the Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent the Borrowers no later than ten (10) Business Days 15 days after the date on which financial statements are required to be delivered with respect to such Test Date fiscal quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 9.01(a7.03(a) or Section 9.01(b) 7.03(b), as applicable, for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods five times during each Test Periodthe term of the Loans, (d) in each period of four fiscal quarters, there shall be at least two fiscal quarters during which the Cure Right is not exercised and the Cure Right shall not be exercised more than five (5) times during the term of the Loansin any two consecutive fiscal quarters, (e) there shall be no pro forma reduction in Indebtedness or cash netting with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) 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, case in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarterquarter (other than, with respect to any future period, to the extent of any portion of such proceeds that are actually applied to repay Indebtedness), (fg) such proceeds shall be disregarded for all other purposes of this Agreement (including for purposes of determining compliance with the financial covenant in Section 7.03(c) and for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement), in each case, in the fiscal quarter in which the Cure Right is used, other than for purposes of increasing Consolidated EBITDA for purposes of the financial covenant under Sections 7.03(a) and 7.03(b) as provided above in this Section 9.02, and (h) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date2.05(c)(v). If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness or cash netting in connection therewith), Parent is the Borrowers are in compliance with the financial covenants set forth in Section 9.01(a7.03(a) and Section 9.01(b(b), Parent the Borrowers shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.01(a7.03(a) and Section 9.01(bor 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a7.03(a) and Section 9.01(bor 7.03(b) and and, other than in connection with any reduction in 118 Indebtedness for purposes of any future period, shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that Parent fails to comply with any Loan Party would otherwise be in default of the requirements of any Financial Covenant financial covenant set forth in Section 9.01(a8.16(a) for any period, on or Section 9.01(b), from the last date of the applicable Test Period until the expiration of before the tenth (10th) Business Day after subsequent to the applicable Test Date hereunder due date for delivery of the financial statements for such period pursuant to Section 7.01 (such period, the “Cure Expiration DatePeriod”), the Parent shall have the right to (x) apply up to ten percent (10%) of Consolidated Contract Cure Revenue as of the end of such period to Consolidated Revenues in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with Section 8.16(a) (such application, a “Specified Contract Revenue Application”) or (y) issue Permitted Cure Equity Qualified Capital Stock or Qualified Subordinated Debt, in each case, for cash in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with Section 8.16(a) (such contribution, a “Specified Cure Contribution”), and upon the Specified Contract Revenue Application or otherwise receive cash contributions the receipt by the Parent of such Specified Cure Contribution within the Cure Period, the financial covenant set forth in Section 8.16(a) shall be recalculated giving effect to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter following pro forma adjustments (collectively, the “Cure Right”): (i) Consolidated Revenues shall be increased for the applicable fiscal quarter (the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the Applicable Quarter, solely for the purpose of measuring the financial covenant set forth in Section 8.16(a); provided that (a) such proceeds are actually received , and not for any other purpose under this Agreement, by Parent no later than ten (10) Business Days after an amount equal to the date on which financial statements are required to be delivered with respect to such Test Date hereunderSpecified Contract Revenue Application or Specified Cure Contribution, as applicable, (bii) such proceeds do not exceed “Consolidated Revenues” shall, for the aggregate amount necessary to cure (by addition to EBITDA) such Event Applicable Quarter and any period of Default under Section 9.01(a) or Section 9.01(b) for such periodfour consecutive fiscal quarters that includes the Applicable Quarter, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect calculated without giving effect to the covenants contained in this Agreementreceipt or recognition as “Consolidated Revenues” of any Consolidated Contract Cure Revenues used as a Specified Contract Revenue Application and (iii) Consolidated Contract Revenues and Consolidated Contract Cure Revenues, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay decreased by the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis amount of the actual or purported failure to comply with Specified Contract Revenue Application for the Applicable Quarter and any covenant set forth in Section 9.01(aperiod of four consecutive fiscal quarters that includes the Applicable Quarter; and (B) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Loan Parties shall then be in compliance with the requirements of the financial covenants covenant set forth in Section 9.01(a) and Section 9.01(b8.16(a), Parent the Loan Parties shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b8.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this . (ii) Notwithstanding anything herein to the contrary, (A) the Loan Parties shall provide notice to the Administrative Agent of their intention to exercise the Cure Right no later than the date of delivery of the financial statements evidencing such noncompliance pursuant to Section 10.02 may not 7.01, (B) in each four fiscal quarter period, there shall be relied on a period of at least two (2) fiscal quarters in respect of which no Cure Right is exercised, (C) the Specified Contract Revenue Application or Specified Cure Contribution, as applicable, shall be no greater than the amount required for purposes of calculating any complying with the financial ratios other than covenant in Section 8.16(a), (D) the Specified Contract Revenue Application or Specified Cure Contribution, as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment applicable, received pursuant to any amounts other than the amount exercise of the EBITDA referred to Cure Right shall be disregarded for purposes of determining any available basket under any covenant in this Agreement, (E) the Cure Right may be exercised no more than three (3) times during the term of this Agreement, (F) no more than $10,000,000 of Consolidated Contract Cure Revenue may be applied as a Specified Contract Revenue Application in the immediately preceding sentenceaggregate during the term of this Agreement, (G) with respect to any Cure Right in the form of a Specified Contract Revenue Application, the Loan Parties shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrowers setting forth a calculation thereof and (H) neither the Administrative Agent nor any Secured Party shall exercise any remedy (including acceleration) under the Loan Documents or applicable Law on the basis of an Event of Default caused solely by the failure to comply with Section 8.16(a) until after the Cure Period has lapsed and the Loan Parties have not exercised the Cure Right (except to the extent that any Borrower has confirmed in writing that it does not intend to exercise the Cure Right); provided, that, for the avoidance of doubt, an Event of Default shall be deemed outstanding for all other purposes of this Agreement during such period.

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.1(c), in the event that Parent fails Holdings and the Borrower fail or may fail to comply with the requirements of any Financial Covenant covenant set forth in Section 9.01(a) 6.1 for any Test Period, at any time on or Section 9.01(b), from the last date of the applicable Test Period until the expiration of before the tenth (10th) Business Day after the applicable date that the financial statements with respect to the fiscal quarter or fiscal year, as applicable, ending on the last day of such Test Date hereunder (Period are required to be delivered pursuant to Section 5.1, the “Cure Expiration Date”), Parent Fortress/Grove Funds shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent , exercisable no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loansthis Agreement (and in each Test Period for which a Cure Right is exercised, (e) there shall be at least two fiscal quarters in which no pro forma reduction in Indebtedness Cure Right has been exercised), to make, or cause one or more Affiliates of the Fortress/Grove Funds to make, cash contributions to, or purchase common equity or other equity interests not constituting Disqualified Capital Stock of, of Holdings (with the such cash or proceeds of equity to be contributed to the Cure Right for purposes of determining Borrower) in an amount equal to the amount required to cause Holdings and the Borrower to be in compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until 6.1 for such failure is not cured on or prior to Test Period (the “Cure Expiration Date. If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewithAmount”), Parent is in compliance with upon which the financial covenants set forth in Section 9.01(a) and Section 9.01(b), Parent 6.1 shall be deemed recalculated, giving effect to have satisfied the requirements of such Section as a pro forma increase to Consolidated EBITDA of the relevant date of determination Intrawest Group Members in accordance with the same effect as though there had been no failure definition thereof for the fiscal quarter with respect to comply on which such date, Cure Right was exercised in an amount equal to such Cure Amount (and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) that had occurred increase shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge included in each period that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any includes such fiscal quarter); provided, however, that such pro forma adjustment to any amounts other than the amount Consolidated EBITDA of the EBITDA referred Intrawest Group Members shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenants set forth in Section 6.1 with respect to in any period that includes the immediately preceding sentence.fiscal quarter with respect to which such Cure Right was exercised and not for any other purpose under any Loan Document. 146

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through (c) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right at any time in the twelve (12) months prior to, or within 90 (ninety) days of, the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that (a) such proceeds are actually received by Parent no later than ten (10) Business Days after , in an amount equal to the date on which financial statements are required Minimum Required Revenue less Borrower’s annual Revenue or up to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate remaining available amount necessary to cure (by addition to EBITDA) such Event of Default Permitted Subordinated Debt permitted under Section 9.01(a9.01(k) or Section 9.01(b) for such period, (c) the “Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent the Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through (e) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within 90 (ninety) days after the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), and/or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that (a) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the in an aggregate amount necessary equal to cure (by addition to EBITDAx) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the applicable Minimum Required Revenue less Borrower’s actual annual Revenue over the relevant testing period for the applicable Minimum Required Revenue (the “Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower in such period for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent the Borrower fails to comply with any of the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a) or Section 9.01(b10.02 (such covenants for such applicable periods being the “Specified Financial Covenants”), from Borrower shall have the last date right, prior to the twelfth Payment Date, within 90 (ninety) days of the applicable Test Period until the expiration end of the tenth respective fiscal year: (10thi) Business Day after the applicable Test Date hereunder to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Expiration DateRight”), Parent shall have the right or (ii) to issue borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through (f) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the Cure Right shall not be exercised more than five (5) times during Minimum Required Revenue less Borrower’s annual Revenue from the term sale of the Loans, Product (e) there the “Cure Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue from the sale of the Product of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In the event that Parent fails the Borrowers fail to comply with the requirements of any Financial Covenant financial covenant set forth in Section 9.01(a7.03(a) or Section 9.01(b7.03(b), from the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day 15th day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder (fiscal quarter hereunder, the “Cure Expiration Date”), Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent the Parent, and, in each case, to contribute any such cash to the capital of the Borrowers, and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent the Borrowers no later than ten (10) Business Days 15 days after the date on which financial statements are required to be delivered with respect to such Test Date fiscal quarter hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 9.01(a7.03(a) or Section 9.01(b) 7.03(b), as applicable, for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods five times during each Test Periodthe term of the Loans, (d) in each period of four fiscal quarters, there shall be at least two fiscal quarters during which the Cure Right is not exercised and the Cure Right shall not be exercised more than five (5) times during the term of the Loansin any two consecutive fiscal quarters, (e) there shall be no pro forma reduction in Indebtedness or cash netting with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) 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, case in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarterquarter (other than, with respect to any future period, to the extent of any portion of such proceeds that are actually applied to repay Indebtedness), (fg) such proceeds shall be disregarded for all other purposes of this Agreement (including for purposes of determining compliance with the financial covenant in Section 7.03(c) and for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement), in each case, in the fiscal quarter in which the Cure Right is used, other than for purposes of increasing Consolidated EBITDA for purposes of the financial covenant under Sections 7.03(a) and 7.03(b) as provided above in this Section 9.02, and (h) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date2.05(c)(v). If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness or cash netting in connection therewith), Parent is the Borrowers are in compliance with the financial covenants set forth in Section 9.01(a7.03(a) and Section 9.01(b(b), Parent the Borrowers shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 9.01(a7.03(a) and Section 9.01(bor 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a7.03(a) and Section 9.01(bor 7.03(b) and and, other than in connection with any reduction in Indebtedness for purposes of any future period, shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through (d) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Cure Right, the “Cure Right”); provided that , in an amount (athe “Cure Amount ”) such proceeds are actually received by Parent no later than ten equal to (10x) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the difference between the Minimum Required Revenue less Borrower’s annual Revenue. The Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In Notwithstanding anything to the contrary contained in Article 10, in the event that Parent fails the Credit Parties fail to comply with the requirements Financial Covenant as of the end of any Financial Covenant set forth in Section 9.01(a) or Section 9.01(b)Fiscal Month, from then the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (the “Cure Expiration Date”), Parent Permitted Holders shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent right, no later than ten (10) Business Days after the date day on which the financial statements are required to be delivered with respect for such Fiscal Month pursuant to such Test Date hereunderSection 8.4(b), (b) such proceeds do not exceed the to issue common Equity Interests to Permitted Holders in exchange for cash, which shall be in an aggregate amount necessary equal to the minimum amount which, when added to EBITDA, is sufficient to cure such Financial Covenant failure (by addition such minimum amount, the “Cure Amount”). The exercise of such right is referred to EBITDA) herein as the “Cure Right”. The cash proceeds of any issuance of such Event Equity Interests pursuant this Section shall be contributed in cash to Precision and be included in the calculation of Default under Section 9.01(a) or Section 9.01(b) EBITDA for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right Fiscal Month solely for purposes purpose of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to Financial Covenant. Upon the covenants contained in this Agreement, in each case, in the fiscal quarter in which receipt by Administrative Agent of the Cure Right is used or subsequent periods that include such fiscal quarterAmount, (f) such proceeds the Financial Covenant shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. If, after recalculated giving effect to the foregoing following pro forma adjustment adjustments: (but noti) EBITDA shall be increased for such Fiscal Month, solely for the avoidance purpose of doubtmeasuring the Financial Covenant for the applicable Testing Period, giving pro forma adjustment and not for any other purpose under this Agreement, by an amount equal to any repayment of Indebtedness in connection therewith), Parent is in compliance with the financial covenants set forth in Section 9.01(aCure Amount; (ii) and Section 9.01(b), Parent the Credit Parties shall be deemed to have satisfied the requirements of 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 such dateCure Amount is received by Administrative Agent, and the applicable breach or default Event of such Section 9.01(a) and Section 9.01(b) that had occurred Default occurring from the violation of the Financial Covenant shall thereafter be deemed cured for all purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not Agreement and the other Loan Documents; and (iii) the Cure Amount shall be relied on deemed to be part of EBITDA for purposes of calculating any financial ratios other than as applicable to Section 9.01(asuch Fiscal Month and the following eleven (11) and Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentenceFiscal Months thereafter.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent the Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from the last date of the through (f) (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrower shall have the right within 90 (ninety) days of the end of the respective calendar year: (i) to issue Permitted Cure additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or otherwise receive cash contributions to 3 [***] Certain information has been omitted and filed separately with the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA Commission. Confidential treatment has been requested with respect to such applicable quarter the omitted portions. (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right, the “Cure Right”); provided that , in an amount equal to (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Amount”). The cash therefrom immediately shall be no pro forma reduction in Indebtedness with contributed as equity or subordinated debt (only as permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the proceeds receipt by Borrower of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay recalculated for all purposes under the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration DateDocuments. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than under the amount of the EBITDA referred to in the immediately preceding sentenceLoan Documents.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent the Borrower fails to comply with the requirements Financial Performance Covenant with respect to a Test Period, after the completion of any Financial Covenant set forth in Section 9.01(a) or Section 9.01(b), from the last date of fiscal quarter in the applicable Test Period to which such Financial Performance Covenant applies until the expiration of the tenth (10th) 10th Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is required to be delivered pursuant to Section 9.1(d) (such period commencing after the applicable Test Date hereunder (Period and prior to the end of such ten Business Day period, the “Cure Expiration DatePeriod”), Parent shall have the right to issue 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 applicable Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent and apply to Holdings to the amount of Parent Companies to the proceeds thereof to increase EBITDA with respect to such applicable quarter Borrower) (collectively, the “Cure Right”); provided that , and upon the receipt by the Borrower of such cash common equity (a) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c“Cure Amount”) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there Financial Performance Covenant shall be no recalculated giving effect to the following pro forma reduction in Indebtedness with the proceeds of the Cure Right adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes of determining compliance with measuring the financial covenants in Section 9.01(aFinancial Performance Covenant for such Test Period (the “Initial Test Period”) and Section 9.01(b) or applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in other purpose under this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior by an amount equal to the Cure Expiration Date. IfAmount; and (ii) if, after giving effect to the foregoing pro forma adjustment (but notrecalculations, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Financial Performance Covenant, Parent the Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(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 10.02 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 Section 9.01(acompliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Available Amount and any other available basket hereunder) and Section 9.01(b(iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any adjustment to reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any amounts other than the amount of the EBITDA referred to in the immediately preceding sentencefinancial ratio test hereunder.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent fails the Borrowers fail to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(aSections 10.01(a)(i)-(iv) or Section 9.01(b), from the last date of the (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrowers shall have the right at any time in the twelve (12) months prior to, or, within 90 (ninety) days of the end of the respective calendar year: (i) to issue Permitted Cure additional shares of Equity Interests in exchange for cash or otherwise receive cash contributions (the “Equity Cure Right”), or (ii) to borrow Permitted Convertible Subordinated Debt (the applicable equity capital of Parent and apply “Subordinated Debt Cure Right” and, collectively with the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Equity Cure Right, the “Cure Right”); provided that (a) such proceeds are actually received , and upon the receipt by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds Borrowers of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrowers for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Daterecalculated. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrowers shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrowers shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred shall be deemed cured for this purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence.

Cure Right. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that Parent the Borrower fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of any the Financial Covenant set forth in Section 9.01(a) or Section 9.01(b)Covenants, from the last date day of the applicable Test Period fiscal quarter until the expiration of the tenth (10th) 15th Business Day after subsequent to the applicable Test Date hereunder (date the “Cure Expiration Date”certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c), Parent the Borrower shall have the right to issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, such Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement (including, for the avoidance of doubt, calculating basket levels, pricing and other items governed by reference to EBITDA), by an amount equal to the Cure Amount; provided that (ai) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the a Cure Right shall not be exercised in more than any two (2) consecutive fiscal quarter periods during each Test Periodquarters, (dii) the a Cure Right shall not be exercised more than five (5) three times during the term of the LoansAgreement, (eiii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with such Financial Covenant, and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or Financial Covenant 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 respect of which the such Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Dateexercised. If, after giving effect to the foregoing pro forma adjustment (but notadjustments in this Section 7.03, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Financial Covenant, Parent the Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Financial Covenant that had occurred shall be deemed cured cured; provided, that so long as any Default or Event of Default shall be in existence due to failure of the Loan Parties to comply with the Financial Covenant, none of Administrative Agent, any Issuing Bank nor any Lender shall be required to advance any Loans and/or issue any Letters of Credit. In the event that (i) no Event of Default exists other than that arising due to failure of the Borrower to comply with Financial Covenant, and (ii) the Borrower or such Parent Entity, as applicable, shall have delivered to Administrative Agent written notice of its intention to cause Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 30 days prior to, and no later than the tenth day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c)), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the Financial Covenant as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of (x) the 15th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c) and (y) the date, if any, on which the Borrower or such Parent Entity notifies the Administrative Agent in writing that such Cure Right shall not be exercised, no Default or Event of Default shall be deemed to exist during such period for purposes of this Agreement. The parties hereby acknowledge that this Agreement and neither the Administrative Agent nor any Lender shall exercise any remedies set forth in Section 10.02 may not be relied on for purposes of calculating any financial ratios other than 7.01 hereof during such period solely as applicable to Section 9.01(a) and Section 9.01(b) and shall not a result in any adjustment to any amounts other than the amount of the EBITDA referred failure by the Borrower to in the immediately preceding sentencecomply with such Financial Covenant.

Cure Right. In Notwithstanding anything to the contrary contained in Section 11 , in the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) or Section 9.01(b), from through (e) (such covenants for such applicable periods being the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (the “Cure Expiration Date“ Specified Financial Covenants ”), Parent Borrower shall have the right within [***] days of the end of the respective calendar year to issue apply cash on hand (other than cash proceeds from the Loans or any Permitted Priority Debt) or proceeds from the issuance of additional shares of Equity Interests (other than Disqualified Equity), Permitted Cure Equity for cash Debt or otherwise receive cash contributions any licensing, corporate collaboration, development or similar transactions in an amount equal to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (ax) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, multiplied by (dy) the Minimum Required Revenue less Borrower’s annual Revenue (the “ Cure Right shall not be exercised more than five (5Amount ”) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 3.04(b)(vii3.03(a) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. If, after giving effect to the foregoing pro forma adjustment (but notprepayment, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of this Agreement. The parties hereby acknowledge that doubt, Borrower shall comply with Section 10.01 at all times and this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable 10.03 shall apply only to Section 9.01(a) the Specified Financial Covenants. [***] Certain information in this document has been omitted and Section 9.01(b) filed separately with the Securities and shall not result in any adjustment Exchange Commission. Confidential treatment has been requested with respect to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentenceomitted portions.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 11, in the event that Parent fails the Borrowers fail to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.01(a) or Section 9.01(b), from the last date of the 10.03 (such covenants for such applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (periods being the “Cure Expiration DateSpecified Financial Covenants”), Parent Borrowers shall have the right at any time in the twelve (12) months prior to, or within 90 (ninety) days of, the end of the respective calendar year: (i) to issue Permitted Cure additional shares of Equity Interests in exchange for cash or otherwise receive cash contributions (the “Equity Cure Right”), or (ii) to borrow Permitted Convertible Subordinated Debt (the applicable equity capital of Parent and apply “Subordinated Debt Cure Right” and, collectively with the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (Equity Cure Right, the “Cure Right”); provided that (a) such proceeds are actually received , and upon the receipt by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds Borrowers of the Cure Right Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrowers for purposes of determining compliance with the financial covenants in Section 9.01(a) Specified Financial Covenants and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds Specified Financial Covenants shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Daterecalculated. If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrowers shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrowers shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred shall be deemed cured for this purposes of this Agreement. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence.

Cure Right. In (i) Notwithstanding anything to the contrary contained in Section 8.16(a), in the event that Parent fails to comply with any Loan Party would otherwise be in default of the requirements of any Financial Covenant financial covenant set forth in Section 9.01(a8.16(a) for any period, on or Section 9.01(b), from before the last date of the applicable Test Period until the expiration of the tenth twentieth (10th20th) Business Day after subsequent to the applicable Test Date hereunder due date for delivery of the financial statements for such period pursuant to Section 7.01 (such period, the “Cure Expiration DatePeriod”), Parent the Borrower shall have the right to issue Permitted Cure Equity Qualified Capital Stock or Qualified Subordinated Debt, in each case, for cash or otherwise receive cash contributions in an aggregate amount not to exceed the amount necessary to cure the relevant failure to comply with Section 8.16(a) (such contribution, a “Specified Equity Contribution”), and upon the receipt by the Borrower of such Specified Equity Contribution within the Cure Period, the financial covenant set forth in Section 8.16(a) shall be recalculated giving effect to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter following pro forma adjustments (collectively, the “Cure Right”); provided that ): (aA) such proceeds are actually received by Parent no later than ten (10) Business Days after Consolidated Revenues shall be increased for the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) applicable fiscal quarter periods during each Test Period(the “Applicable Quarter”) and any period of four consecutive fiscal quarters that includes the Applicable Quarter, (d) solely for the Cure Right shall not be exercised more than five (5) times during the term purpose of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with measuring the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is 8.16(a), and not cured on or prior for any other purpose under this Agreement, by an amount equal to the Cure Expiration Date. Specified Equity Contribution; and (B) If, after giving effect to the foregoing pro forma adjustment (but notrecalculation, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Loan Parties shall then be in compliance with the requirements of the financial covenants covenant set forth in Section 9.01(a) and Section 9.01(b8.16(a), Parent the Loan Parties shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b8.16(a) that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this . (ii) Notwithstanding anything herein to the contrary, (A) the Loan Parties shall provide notice to the Administrative Agent of their intention to exercise the Cure Right (the “Cure Notice”) no later than the date of delivery of the financial statements evidencing such noncompliance pursuant to Section 10.02 may not 7.01, (B) in each four fiscal quarter period, there shall be relied on a period of at least two (2) fiscal quarters in respect of which no Cure Right is exercised, (C) the Specified Equity Contribution shall be no greater than the amount required for purposes of calculating complying with the financial covenant in Section 8.16(a), (D) the Specified Equity Contribution received pursuant to any financial ratios other exercise of the Cure Right shall be disregarded for purposes of determining any available basket under any covenant in this Agreement, (E) the Cure Right may be exercised no more than three (3) times during the term of this Agreement, (F) notwithstanding anything to the contrary set forth in this Agreement, the aggregate outstanding amount of all Qualified Subordinated Debt shall at no time exceed $10,000,000, (G) unless (x) the Borrower has stated in writing that it does not intend to cause a Specified Equity Contribution to be provided or (y) the Event of Default is precluded from being cured pursuant to this Section 8.16(b) because of clause (b)(ii)(B), (b)(ii)(C) or (b)(ii)(E) above, following receipt of the Cure Notice as provided in clause (b)(ii)(A) above, neither the Administrative Agent nor any Lender shall exercise any remedy under the Loan Documents or applicable Laws on the basis of an Event of Default caused solely by the failure of the Loan Parties to comply with Section 9.01(a8.16(a) until the first (1st) Business Day immediately following the end of the Cure Period (the “Standstill Period”) and (H) during the Standstill Period (unless and until the Event of Default is cured pursuant to this Section 9.01(b) and 8.16(b)), no Lender shall not result in have an obligation to honor any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentenceLoan Notice.

Cure Right. In Notwithstanding anything to the contrary contained in Section 11, in the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth covenants contained in Section 9.01(a10.02(a) through (e) (such covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right within [***] days of the end of the respective calendar year to apply cash on hand (other than cash proceeds from the Loans or any Permitted Priority Debt) or Section 9.01(bproceeds from the issuance of additional shares of Equity Interests (other than Disqualified Equity), from Permitted Cure Debt or any licensing, corporate collaboration, development or similar transactions in an amount equal to (x) two (2) multiplied by (y) the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder Minimum Required Revenue less Borrower’s annual Revenue (the “Cure Expiration DateAmount”), Parent shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent no later than ten (10) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the Cure Right is used or subsequent periods that include such fiscal quarter, (f) such proceeds shall be applied to prepay the Loans (including any fees payable pursuant to the Fee Letter but not including any Prepayment Premium) in accordance with Section 3.04(b)(vii) and (g) until the Cure Expiration Date, neither any Agent nor any Lender shall exercise any rights or remedies under this Agreement (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of the actual or purported failure to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date3.03(a). If, after giving effect to the foregoing pro forma adjustment (but notprepayment, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Specified Financial Covenants, Parent Borrower shall be deemed to have satisfied the requirements of 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 9.01(a) and Section 9.01(b) the Specified Financial Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. For the avoidance of this Agreement. The parties hereby acknowledge that doubt, Borrower shall comply with Section 10.01 at all times and this Section 10.02 may not be relied on for purposes of calculating any financial ratios other than as applicable 10.03 shall apply only to Section 9.01(a) the Specified Financial Covenants. [***] Certain information in this document has been omitted and Section 9.01(b) filed separately with the Securities and shall not result in any adjustment Exchange Commission. Confidential treatment has been requested with respect to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentenceomitted portions.