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 fails the Borrowers fail to comply with the requirements of any Financial Covenant the financial covenants set forth in Section 9.01(a) or Section 9.01(b7.03 (a “Curable Default”), from the last date of the applicable Test Period until the expiration of the tenth (10th) 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder fiscal quarter (the “Cure Expiration Required Contribution Date”), (i) the 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 contributions to the capital of the Borrowers or (ii) the Loan Parties and/or their Permitted Holders cause a contribution to be made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to clauses (i) and (ii), 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) 10 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 Consolidated EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) 7.03 for such period, (c) the Cure Right shall not be exercised in more than two (2) times in any four fiscal quarter periods period and five times during each Test Periodthe term of the Loans, (d) the Cure Right shall not be exercised more than five in consecutive fiscal quarters, (5e) times such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of the Loansthis Agreement shall not exceed $10,000,000, (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 2.05(c)(ix). Until the Cure Expiration Required Contribution Date, neither any Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or exercise any rights enforcement remedy against the Loan Parties or remedies under this Agreement (any of their Subsidiaries or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis their respective properties solely as a result 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 existence of the Cure Expiration Dateapplicable Curable Default. 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 set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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) Section7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised.

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 the event that Parent the Borrower fails to comply with the requirements of any Financial Covenant 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 (10th) Business Day 5th 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 Borrower, and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that that (a) such proceeds are actually received by Parent the Borrower no later than ten (10) Business Days 5 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(b) 7.03 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, (d) in each period of four fiscal quarters, there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised, (e) [reserved], (f) there shall 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 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.2.05

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(a) or Section 9.01(b)7.03, from the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day 10th 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 10 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(b) 7.03 for such period, (c) the Cure Right shall not be exercised in more than two 5 times during the term of the Loans (2it being expressly understood and agreed that the exercise of the Cure Right with respect to Section 7.03(a) and/or Section 7.03(b) in a single fiscal quarter periods during each Test Periodshall count as one exercise of the Cure Right), (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loansin 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 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 quarterused, and (f) 50% of such proceeds shall be applied to prepay the Loans in accordance with Section 3.04(b)(vii2.05(c)(v) (and (g) until any remaining proceeds may be retained by 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 DateBorrowers). 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 set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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) 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, in no event shall any Applicable Premium be applicable to any prepayment made pursuant to this Section.

Cure Right. In 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(a) or Section 9.01(b7.03(a), from the last date of the applicable Test Period until the expiration of the tenth (10th) 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder (fiscal month hereunder, the “Cure Expiration Date”), Parent Administrative Borrower shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent the Administrative Borrower, 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) 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Date fiscal month 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(a) 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) 4 times during the term of the Loans, (d) in each period of four Fiscal Quarters, there shall be no consecutive Fiscal Quarters during which the Cure Right is exercised, (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 covenant in Section 9.01(a) and Section 9.01(b7.03(a) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, case in the fiscal quarter Fiscal Quarter in which the Cure Right is used or subsequent periods that include such fiscal quarterFiscal Quarter, and (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)(iii). 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(a), 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(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.

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Article VII, in the event that Parent the Company fails to comply with the requirements of any Financial Covenant set forth in Section 9.01(a) or Section 9.01(b)6.14, from the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder day (such period, the “Cure Expiration DateTrigger Period”) subsequent to the date the certificate calculating the Fixed Charge Coverage Ratio is required to be delivered pursuant to Section 5.02(a), Parent Holdings (or any direct or indirect parent thereof) shall have the right to issue Permitted Cure Equity Securities for cash or otherwise receive cash contributions to (or in the applicable case of any direct or indirect parent of Holdings receive equity interests in Holdings for its cash contributions to) the capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter Holdings (collectively, the “Cure Right”); provided that , and upon contribution by Holdings of such cash in return for common Equity Interests or for existing Equity Interests to the Company (athe “Cure Amount”) pursuant to the exercise by the Company of such proceeds are actually received by Parent no later than ten Cure Right, the Fixed Charge Coverage Ratio under Section 6.14 shall be recalculated giving effect to the following pro forma adjustments: (10i) Business Days after the date on which financial statements are required to EBITDA 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 and any 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 Period that include contains such fiscal quarter, (f) such proceeds shall be applied to prepay solely for the Loans in accordance with purpose of measuring the Fixed Charge Coverage Ratio under Section 3.04(b)(vii) 6.14 and (g) until the Cure Expiration Date, neither not for any Agent nor any Lender shall exercise any rights or remedies other purpose 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 Agreement, by an amount equal to the Cure Expiration Date. IfAmount; and (ii) if, after giving effect to the foregoing pro forma adjustment (but notadjustments, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Company shall then be in compliance with Section 6.14, the financial covenants set forth in Section 9.01(a) and Section 9.01(b), Parent Company shall be deemed to have satisfied the requirements of such Section 6.14 as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) 6.14 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that . (b) Notwithstanding anything herein to the contrary, (i) in each twelve month period there shall be at least two three-month periods during which the Cure Right is not exercised, (ii) there shall be no more than five (5) Cure Rights exercised during the term of this Section 10.02 may not Agreement, (iii) the Cure Amount shall be relied on no greater than the amount required for purposes of calculating complying with Section 6.14, (iv) all Cure Amounts shall be disregarded for purposes of determining pricing, financial-based ratio conditions and any financial ratios baskets with respect to the other than covenants contained in the Loan Documents, (v) there shall be no pro forma reduction in Indebtedness (by netting or otherwise) with the proceeds of any Cure Amount for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter for which such Cure Amount is deemed applied and (vi) no Borrowing shall be permitted to be made and no Letter of Credit shall be permitted to be issued, amended, renewed or extended during the Cure Trigger Period. (c) From and after the date that the Company delivers a written notice to the Agent that it intends to exercise its cure right under this Section 7.02, neither the Agent nor any Lender may exercise any rights or remedies under Section 7.01 (or under any other Loan Document) on the basis of any actual or purported Event of Default under Section 6.17 (and any other Default as applicable to Section 9.01(aa result thereof) until and Section 9.01(b) and shall not result in any adjustment to any amounts other than unless the amount expiration of the EBITDA referred to in Cure Trigger Period has expired without the immediately preceding sentenceCure Amount having been deemed applied.

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 “Curable Default”), from the last date of the applicable Test Period until the expiration of the tenth (10th) 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder fiscal quarter (the “Cure Expiration Required Contribution Date”), (i) the 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 contributions to the capital of the Borrowers or (ii) the Loan Parties and/or their Permitted Holders cause a contribution to be made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to clauses (i) and (ii), 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) 10 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 Consolidated EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) 7.03 for such period, (c) the Cure Right shall not be exercised in more than two (2) times in any four fiscal quarter periods period and five times during each Test Periodthe term of the Loans, (d) the Cure Right shall not be exercised more than five in consecutive fiscal quarters, (5e) times such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of the Loansthis Agreement shall not exceed $10,000,000, (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 2.05(c)(ix). Until the Cure Expiration Required Contribution Date, neither any Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations, terminate the Revolving Credit Commitment or exercise any rights enforcement remedy against the Loan Parties or remedies under this Agreement (any of their Subsidiaries or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis their respective properties solely as a result 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 existence of the Cure Expiration Dateapplicable Curable Default. 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(b)7.03, 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(b) 7.03 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) 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised.

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(a) or Section 9.01(b)7.03, from the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day 10th 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”), Ultimate 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 Ultimate 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 of the Ultimate Parent and its Subsidiaries 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 10 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(b) 7.03 for such period, (c) the Cure Right shall not be exercised in more than two (2) fiscal quarter periods four times during each Test Periodthe term of the Loans, (d) the Cure Right shall not be exercised more than five (5) times during the term of the Loansin consecutive fiscal quarters, (ee)­ [reserved], (f) there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Right for purposes of determining compliance with the financial covenants in Section 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 set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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) Section­­ 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In (a) Notwithstanding anything to the event that contrary contained in Sections 8.1 and 8.2, if Parent fails to comply with the requirements Financial Condition Covenant as of the end of any Financial Covenant set forth Fiscal Quarter in Section 9.01(a) or Section 9.01(b)which it is in effect, 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 the Compliance Certificate for such Fiscal Quarter is required to be delivered pursuant to Section 5.1(c) (the “Cure Expiration Date”), Parent or the Relevant Public Company or any Ultimate Parent Company shall have the right to issue Permitted Cure Equity Securities for cash or otherwise receive (the amount thereof, the “Cure Amount”), so long as such cash contributions is immediately contributed to the applicable equity capital of Parent and apply or the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter Relevant Public Company as common equity (the “Cure Right”); provided that provided, (ai) such proceeds are actually received by Parent no later more than ten five (105) Business Days Cure Rights may be exercised after the date on which financial statements are required to be delivered with respect to such Test Date hereunder, Closing Date; (bii) 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 no more than two (2) fiscal quarter periods Cure Rights may be exercised during each Test Periodany consecutive four Fiscal Quarters; and (iii) no Cure Amount shall exceed the amount necessary to cause compliance with the applicable Financial Condition Covenant for the period then ended. (b) Upon the receipt by Parent or the Relevant Public Company of the cash proceeds of any capital contribution referred to in Section 8.4(a), Consolidated Adjusted EBITDA for the Fiscal Quarter as to which such Cure Right is exercised (the “Cure Right Fiscal Quarter”) shall be deemed to have been increased by the Cure Amount in determining the Financial Condition Covenant for such Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; provided, (di) no increase in Consolidated Adjusted EBITDA on account of the exercise of any Cure Right shall not be exercised more than five (5) times during applicable for any other purpose under this Agreement or any other Credit Document, including determining of any applicable margin or fee or the term availability or amount of any covenant basket, carve-out or compliance on a Pro Forma Basis with any of the Loans, Financial Condition Covenant; (eii) there shall be no pro forma reduction in Indebtedness the prepayment of the Loans with the proceeds of any Cure Amount shall be disregarded in determining the Financial Condition Covenant for the applicable Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; and (iii) no Cure Amount shall be “netted” in the determination of Indebtedness for the calculation of any leverage ratio (including the Financial Condition Covenant) in any period that includes the Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(aFiscal Quarter. (c) 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, If immediately 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 recalculations set forth in connection therewithSection 8.4(b), Parent is shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)Financial Condition Covenant, Parent shall be deemed to have satisfied the requirements of such Section covenants as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default Event of Default with respect to any such Section 9.01(a) and Section 9.01(b) covenant that had occurred shall be deemed cured for all purposes of this Agreement. The parties hereby acknowledge that this Agreement and the other Credit Documents; provided, neither the Administrative Agent nor any Lender may exercise any rights or remedies (including any rights or remedies under Section 10.02 may not be relied on for purposes of calculating 8.2 or under any financial ratios other than as applicable Credit Document or with respect to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than the amount acceleration of the EBITDA referred Loans, termination of Commitments, foreclosure or possession of any Collateral or otherwise) solely on the basis of any actual or purported Default or Event of Default for failure to in comply with the immediately preceding sentenceFinancial Condition Covenant until and unless the Cure Expiration Date has occurred without the Cure Amount having been received; provided further at any time a Financial Condition Covenant Event of Default shall have occurred and be continuing, notwithstanding the delivery by the Borrower Representative of written notice stating its intention to cure such Financial Condition Covenant Event of Default, no Lender shall be required to make any extension of credit hereunder until the Cure Amount is actually received by Parent or the Relevant Public Company.

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 the event that Parent the Borrower fails to comply with the requirements of any Financial Covenant financial covenant set forth in Section 9.01(a) or Section 9.01(b)7.03, 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 Borrower shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent and the Borrower, and, in each case, to 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 Borrower 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(a) or Section 9.01(b) 7.03 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, (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) 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 (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 therewith), Parent the Borrower is in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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) 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In the event that Parent fails If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to comply with the requirements of any Section 7.2(a), which certificate demonstrates (i) a Financial Covenant set forth in Section 9.01(aDefault and (ii) or Section 9.01(b)an Asset Coverage Ratio not less than 1.35:1.00, from the last date Company may present the holders of the applicable Test Period until Notes with a reasonably feasible plan for the expiration Company to offer or sell Equity Interests or raise Indebtedness 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 Company or otherwise receive cash contributions to the applicable equity capital any of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter its subsidiaries (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 deemed received immediately prior to prepay such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred eighty (180) calendar days after 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 end of the actual applicable quarter or purported failure fiscal year to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until which such failure officer’s certificate relates, then, once such plan is not cured on or prior to submitted, 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 Company shall be deemed to have satisfied complied with the requirements of relevant covenant under Section 10.6 that gave rise to such Section Financial Covenant Default as of the relevant date of determination and each subsequent fiscal quarter within such one hundred eighty (180) day period with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) Financial Covenant Default that had occurred shall be deemed cured for each such subsequent fiscal quarter for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred eighty (180) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters (which, for the avoidance of doubt, shall not include any subsequent fiscal quarter within any applicable one hundred eighty (180) day period). BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section 10.02 may not be relied on for purposes 10.6(c), no holder of calculating the Notes shall impose any financial ratios other than as applicable Default Rate of interest, accelerate its Notes, or exercise any of its rights or remedies pursuant to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than 12 solely on the amount basis of the EBITDA referred occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred eighty (180) calendar days after the expiration of the end of the applicable quarter or fiscal year to in the immediately preceding sentencewhich such officer’s certificate relates.

Cure Right. In (a) Notwithstanding anything to the event that Parent contrary contained in Sections 8.1 and 8.2, if Holdingsthe Borrower fails 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 Quarter, 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 the Compliance Certificate for such Fiscal Quarter is required to be delivered pursuant to Section 5.1(c) (the last day of such period being the “Anticipated Cure Expiration DateDeadline”), Parent each of Holdings and LLC Subsidiarythe Borrower shall have the right to issue Permitted Cure Qualified Equity Interests for cash or otherwise receive (the net cash contributions to proceeds received thereof, the applicable equity capital of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to “Cure Amount” and, such applicable quarter (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 hereunderprovided, (bi) 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 no more than five (5) times Cure Rights may be exercised during the term of this Agreement; (ii) no more than two Cure Rights may be exercised during any consecutive four Fiscal Quarters; (iii) no Cure Amount shall exceed the Loansamount necessary to cause compliance with the Financial Covenant for the period then ended; and (iv) such Cure Amount shall have been contributed to the capital of the BorrowersBorrower . (b) Upon the receipt by the BorrowersBorrower of the cash proceeds of any capital contribution or issuance referred to in Section 8.4(a), Consolidated Adjusted EBITDA for the Fiscal Quarter as to which such Cure Right is exercised (the “Cure Right Fiscal Quarter”) shall be deemed to have been increased by the Cure Amount in determining the Financial Covenant for such Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; provided, (ei) no increase in Consolidated Adjusted EBITDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Agreement or any other Credit Document, including determining the availability or amount of any covenant basket, carve-out or compliance on a Pro Forma Basis with the Financial Covenant or any other ratio and (ii) there shall be no pro forma or other reduction of Indebtedness (including any Loans and including by way of cash netting) as a result of any Cure Amount in Indebtedness with determining the proceeds of Financial Covenant (or any other leverage based test) for the applicable Cure Right Fiscal Quarter and 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 subsequent period that includes such Cure Right is used or subsequent periods that include such fiscal quarter, Fiscal Quarter. (fc) 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, 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 recalculations set forth in connection therewith), Parent is Section 8.4(b) Holdingsthe Borrower shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)Financial Covenant, Parent Holdingsthe Borrower shall be deemed to have satisfied the requirements of such Section covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default Event of Default with respect to any such Section 9.01(a) and Section 9.01(b) covenant that had occurred shall be deemed cured for all purposes of this Agreement. The parties hereby acknowledge Agreement and the other Credit Documents. (d) Upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that this Section 10.02 may not be relied on for purposes Holdings or LLC Subsidiarythe Borrower intends to exercise the Cure Right in respect 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 a Fiscal Quarter, none of the EBITDA referred Administrative Agent, the Collateral Agent or the Lenders shall be permitted to in accelerate Loans held by them, to terminate the immediately preceding sentenceRevolving Credit Commitments, to impose default rate interest or to exercise remedies against the Collateral solely on the basis of a failure to comply with the requirements of the Financial Covenant, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline.

Cure Right. In (i) Notwithstanding anything to the contrary contained in this Section 9.13, in the event that Parent fails the Borrowers fail or reasonably believes they will fail to comply with the requirements of any Financial Covenant the financial covenant set forth in Section 9.01(a9.13(c) or Section 9.01(b), from (the last date of the applicable Test Period “Financial Covenant”) 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 day that (a) such proceeds are actually received by Parent no later than is ten (10) Business Days after the earlier to occur of (i) the date on which financial statements are the Compliance Certificate calculating such covenants is actually delivered to the Administrative Agent and (ii) the date the Compliance Certificate calculating such covenants is required to be delivered with respect pursuant to such Test Date hereunder, (bSection 8.01(d) such proceeds do not exceed Administrative Borrower shall have the aggregate amount necessary right to cure (by addition and shall be deemed to EBITDAhave cured) such any Event of Default under Section 9.01(aresulting from such breach if Administrative Borrower issues Capital Stock (other than Disqualified Capital Stock), directly or indirectly, to the equity holders of Administrative Borrower for cash, or otherwise receives cash contributions to the capital of Administrative Borrower (the “Cure Right”) or Section 9.01(b) in such amounts as are necessary to be in compliance with such Financial Covenant (the “Cure Amount”), which Cure Amount shall be deemed to increase LTM Revenue for such period, (c) period and shall be so calculated for any subsequent period that includes the Fiscal Quarter in respect of which the Cure Right was exercised. In no event shall the Cure Amount be greater than the amount required for purposes of complying with the Financial Covenant as set forth herein. The Cure Right may not be exercised in more than two (2) fiscal quarter periods during each Test Periodtimes in any four (4) consecutive quarterly periods, (d) the Cure Right shall and not be exercised more than five (5) times during the term of this Agreement. (ii) Upon the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds Administrative Agent’s receipt of the Cure Right for purposes of determining compliance with Amount, 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 Financial Covenant shall be applied to prepay recalculated and if 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 Credit Parties in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)requirements of the Financial Covenant, Parent then the Credit Parties shall be deemed to have satisfied the requirements of such Section Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement; it being understood and agreed that, upon receipt by Administrative Agent of a timely irrevocable written notice from Administrative Borrower stating that it intends to exercise the Cure Right hereunder and until the expiration of the ten (10) Business Day period referenced above, neither Administrative Agent nor any Lender shall exercise any remedies (including applying any Default Rate), or take any actions, against any Credit Party or any of its Subsidiaries or their respective assets or property as a result of any Event of Default arising solely due to the breach of the Financial Covenant; provided, that, subject to the foregoing, such Default or Event of Default shall be deemed existing for all other purposes of the Credit Documents. The parties hereby acknowledge that this Section 10.02 may not be relied on for purposes resulting increase to LTM Revenue from the exercise of calculating any financial ratios other than as applicable to Section 9.01(a) and Section 9.01(b) and the Cure Right shall not result in any adjustment to LTM Revenue, Consolidated Adjusted EBITDA or any amounts other financial definition for any purposes under this Agreement or any Credit Document, other than for purposes of calculating the amount of the EBITDA referred to in the immediately preceding sentenceapplicable Financial Covenant.

Cure Right. In the event that Parent fails the Borrowers fail to comply with the requirements of any Financial Covenant the financial covenants set forth in Section 9.01(a7.03(a) or and Section 9.01(b7.03(c), from the last date of the applicable Test Period until the expiration of the tenth (10th) 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder (fiscal month hereunder, the “Cure Expiration Date”), Parent Administrative Borrower shall have the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions to the applicable equity capital of Parent the Administrative Borrower, 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 EBITDA Consolidated Revenue or comply with the Liquidity Differential, as applicable 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) 10 Business Days after the date on which financial statements are required to be delivered with respect to such Test Date fiscal month hereunder, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to EBITDAConsolidated Revenue) such Event of Default under Section 9.01(a) or Section 9.01(b7.03(a) 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) 5 times during the term of the Loans, (d) in each period of four Fiscal Quarters, there shall be no consecutive Fiscal Quarters during which the Cure Right is exercised, (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 covenant in Section 9.01(a) and Section 9.01(b7.03(a) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case, case in the fiscal quarter Fiscal Quarter in which the Cure Right is used or subsequent periods that include such fiscal quarterFiscal Quarter, and (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)(iii). 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(a), 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(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 EBITDA Consolidated Revenue referred to in the immediately preceding sentence.

Cure Right. In For purposes of curing an Event of Default under Section 8.01(b) arising from the event that Parent fails Loan Parties’ failure to comply with the requirements of any Financial Covenant set forth in Section 9.01(a) or Section 9.01(b)on a one time basis during the term of this Agreement, the Borrower may irrevocably elect (by irrevocable written notice of intent to cure received by the Agent from the last Borrower on the date of the applicable Test Period until the expiration such breach of the tenth (10thFinancial 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 proceeds of a Cure Right Contribution Transaction received by the proceeds thereof Borrower to repay the Obligations to increase EBITDA Excess Availability for the purposes of determining compliance with respect the Financial Covenant to cure such applicable quarter Event of Default in accordance with this Section 8.04 (any such proceeds received by the Borrower and used to cure such Event of Default in accordance with this Section 8.04, a “Cure RightSpecified Contribution”); provided that all of following conditions are satisfied: (a) the Borrower shall not be permitted to cure an Event of Default under Section 8.01(b) arising from the Loan Parties’ failure to comply with the Financial Covenant pursuant to this Section 8.04 more than one (1) time during the term of this Agreement, (b) the amount of any Specified Contribution must be equal to or greater than the sum of (x) the amount required to cause the Loan Parties to be in compliance with the Financial Covenant, plus (y) $3,000,000, and (c) the proceeds of such proceeds are actually received Specified Contribution shall be applied by Parent no later than ten the Borrower to prepay the Loans and Cash Collateralize the L/C Obligations in accordance with Section 2.05(e) on or prior to the date that is three (103) 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) occurred as a result of a breach of the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, Financial Covenant, (d) provided, further, that prior to receipt by the Cure Right shall not be exercised more than five (5) times during Borrower of such Specified Contribution and the term application 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 such amounts to the covenants contained Obligations as provided in this AgreementSection 8.04, 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 that has occurred as a result of a breach 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 Financial Covenant shall be (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 be) continuing for all purposes under the Loan Documents and, among other things, the Lenders (including the Swing Line Lender and the L/C Issuer) shall have satisfied no obligation to make additional loans or otherwise extend additional credit hereunder. Upon the requirements Borrower’s receipt of such Specified Contribution and the application thereof to the payment of the Obligations and the satisfaction of the conditions set forth in this Section 8.04, the Financial Covenant shall be deemed to be satisfied and complied with as of the relevant date of determination the Financial Covenant was breached with the same effect as though there had been no failure to comply on such datewith the Financial Covenant, and such Event of Default as a result the applicable breach or default of such Section 9.01(a) and Section 9.01(b) that had occurred Loan Parties’ failure to comply with the Financial Covenant shall be deemed cured not to have occurred for purposes of this Agreement. The parties hereby acknowledge that this Section 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 sentenceLoan Documents.

Cure Right. In the event that Parent fails the Loan Parties fail to comply with the requirements of any Financial Covenant financial covenant set forth in Section 9.01(a) or Section 9.01(b7.03(a), during the period from the last date of on which financial statements are required to be delivered with respect to the applicable Test Period fiscal quarter hereunder until the expiration of the tenth (10th) 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder fiscal quarter of the Parent and its Subsidiaries hereunder, the direct or indirect equity holders of Parent (the “Cure Expiration Date”)and/or additional direct or indirect equity holders of Parent) shall, Parent shall have the right to issue directly or indirectly, purchase Permitted Cure Equity for cash or otherwise receive make 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) 10 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 Consolidated EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b7.03(a) for such period, (c) the Cure Right shall not be exercised in more than two three (23) fiscal quarter periods times during each Test Periodthe term of this Agreement, (d) the Cure Right shall not be exercised more than five (5) times during the term in any two consecutive fiscal quarter period of the LoansParent and its Subsidiaries, (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 covenant 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 (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)(vi). 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 Loan Parties are in compliance with the financial covenants covenant set forth in Section 9.01(a) and Section 9.01(b7.03(a), Parent the Loan Parties 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.. 128498985v11

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that Parent fails Borrowers fail to comply with Section 6.2 as of the requirements end of any Financial Covenant set forth in Section 9.01(a) or Section 9.01(b)fiscal quarter, from the last date of the applicable Test Period until the expiration of the tenth fifteenth (10th15th) Business Day after subsequent to the applicable Test Date hereunder date the Compliance Certificate for such fiscal quarter is required to be delivered pursuant to Section 4.1 (the “Cure Expiration DatePeriod”), Parent Accuray shall have the right to issue Permitted Cure equity interests (other than Disqualified Equity Interests) for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply (the amount thereof, the “Cure Amount” and the exercise of the proceeds thereof to increase EBITDA with respect to such applicable quarter (right, the “Cure Right”); provided, (i) no more than four (4) Cure Rights may be exercised after the Closing Date; (ii) no more than two Cure Rights may be exercised during any consecutive four fiscal quarters; (iii) no Cure Amount shall exceed the amount necessary to cause compliance with Section 6.2 for the period then ended; (iv) no Cure Amount shall exceed $5,000,000; and (v) the Cure Right must be exercised under this Agreement and the Affiliated Credit Agreement concurrently; provided further, that (ax) such proceeds are actually received by Parent no later than ten Borrower Representative shall give Agent written notice of their intention to exercise the Cure Right prior to the eleventh (1011th) Business Days after Day subsequent to the date on which financial statements are the Compliance Certificate for such fiscal quarter is required to be delivered with respect (such Business Day, the “Cure Notice Deadline”) and (y) so long as Borrower Representative has given irrevocable written notice to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary Agent of its commitment to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) exercise the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) prior to the Cure Right shall not be exercised more than five (5) times Notice Deadline, during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds remainder 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 DatePeriod thereafter, neither any Agent nor any Lender Lenders 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 in connection with such failure to comply with Section 6.2 as of the end of such fiscal quarter; provided, further, that Borrowers shall not be permitted to request the second advance of the Term Loan during the Cure Period unless and until the Cure Amount has been received by Accuray. (b) Upon the receipt by Accuray of the cash proceeds of any covenant set forth equity issuance referred to in Section 9.01(a10.11(a), EBITDA for the fiscal quarter as to which such Cure Right is exercised (the “Cure Right Fiscal Quarter”) and/or Section 9.01(b) until such failure is not cured on or prior shall be deemed to have been increased by the Cure Expiration Date. If, Amount in determining compliance with Section 6.2 for such Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; provided that no increase in EBITDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Agreement or any other Financing Documents. (c) 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 recalculations set forth in Section 9.01(a10.11(b) and Borrowers shall then be in compliance with Section 9.01(b)6.2, Parent Borrowers shall be deemed to have satisfied the requirements of such Section covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default any Event of Default with respect to any such Section 9.01(a) and Section 9.01(b) covenant that had occurred shall be deemed cured 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 Agreement and the 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 sentenceFinancing Documents.

Cure Right. In (a) For the event purpose of determining whether an Event of Default under Section 9.1 has occurred, the Borrower may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of stock (other than Disqualified Equity Interests) of the Borrower, or a cash contribution to the stock (other than Disqualified Equity Interests) of the Borrower (the “Cure Amount”), in each case as an increase to EBITDA on a dollar-for-dollar basis equal to such Cure Amount solely for the applicable fiscal quarter (a “Cure Quarter”) (and any Test Period that Parent fails to comply includes such Cure Quarter) and solely for the purpose of complying with the requirements of any Financial Covenant First Lien Net Leverage Ratio set forth in Section 9.01(a9.1 for such Cure Quarter (and any Test Period that includes such Cure Quarter); provided that (i) such amounts to be designated are actually received by the Borrower on or Section 9.01(b), from after the last date day of the such applicable Test Period until the expiration of Cure Quarter on or prior to the tenth (10th) Business Day after the date on which the Financial Statements are required to be delivered with respect to such applicable Test Date hereunder Cure Quarter (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 (aii) 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 amounts do not exceed the aggregate minimum amount necessary to cure (by addition to EBITDA) such any Event of Default under in respect of 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 9.1 as of the Loans, end of such Cure Quarter and (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no pro forma reduction in Consolidated Funded Indebtedness for the purposes of calculating compliance with Section 9.1 for any Cure Quarter in which the Cure Amount is included in the calculation of EBITDA (it being understood that Loans repaid with the proceeds of the Cure Right Amount shall be deemed repaid for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or 9.1 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)(viiperiods) and (giv) until the Cure Expiration Date, neither any Borrower shall have provided notice to the 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(adate such amounts are designated as a “Cure Amount”. (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 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 hereto hereby acknowledge that this Section 10.02 9.2 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 9.01(a) 9.1 (and not Pro Forma Compliance with Section 9.01(b9.1 that is required by any other provision of this Agreement) and shall not at any time result in any adjustment (on a Pro Forma Basis or otherwise) to any amounts other than (including the amount of Indebtedness) or increase in cash, in each case, for purposes of determining pricing, mandatory prepayments and the EBITDA referred availability or amount permitted pursuant to any term, provision or covenant hereunder. (c) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, Section 9.1 shall be deemed complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 9.1 and any Event of Default in respect of Section 9.1 shall be deemed not to have occurred for purposes of the Loan Documents, (ii) upon delivery to the Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 9.2, neither the Agent nor any Lender may exercise any rights or remedies under Article X (or under any other Loan Document) solely on the basis of any actual or purported Event of Default in respect of Section 9.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) (i) the cure right set forth in this Section 9.2 shall not be exercised in consecutive fiscal quarters and (ii) during the term of this Agreement, the Borrower may not exercise the cure right set forth in this Section 9.2 more than four (4) times in the immediately preceding sentenceaggregate. (e) 100% of the proceeds of the Cure Amount shall be used to prepay the Loans in accordance with and to the extent required by Section 2.5(b)(iv).

Cure Right. In 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(aclause (b), (c) or (d) of Section 9.01(b)7.03, from and after the last date of day on which financial statements are required to be delivered with respect to the applicable Test Period Fiscal Quarter hereunder until the expiration of the tenth (10th) Business Day 10th day after the applicable Test Date hereunder (date on which financial statements are required to be delivered with respect to such Fiscal Quarter, 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 and Unadjusted EBITDA with respect to such applicable quarter Fiscal Quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent the Borrowers no later than ten (10) Business Days 10 days after the date on which financial statements are required to be delivered with respect to such Test Date hereunderFiscal Quarter, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) such Event of Default under Section 9.01(a) or Section 9.01(b) 7.03 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) 5 times during the term of the Loans, (d) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v), and (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, in the fiscal quarter 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 DateFiscal Quarter. 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 applicable financial covenants set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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.The

Cure Right. In the event that Parent the Borrower fails 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 (10th) 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Date fiscal quarter hereunder (such 10 Business Day period, the “Cure Expiration DatePeriod”), the 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 Borrower, and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that that (a) such proceeds are actually received by Parent the Borrower no later than ten (10) Business Days 5 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 (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, US-DOCS\156209705.12 (d) in each period of four fiscal quarters, there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised, (e) [reserved], (f) there shall 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 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 therewith2.05(c), 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 fails the Borrowers fail to comply with the requirements of any Financial Covenant financial covenant set forth in Section 9.01(a) or Section 9.01(b)7.03, 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 Parent the Parent, and, in each case, to contribute any such cash to the capital of the Parent, and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter Fiscal Quarter (the “"Cure Right”"); provided that (a) such proceeds are actually received by the Parent no later than ten (10) Business Days 5 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(b) 7.03 for such period, (c) such proceeds do not exceed 15% of Consolidated EBITDA of the Cure Right shall not be exercised in more than two Parent and its Subsidiaries for the immediately preceding four (24) fiscal quarter periods during each Test PeriodFiscal Quarter period, (d) the Cure Right shall not be exercised more than five four (54) times during the term of the Loansthis Agreement, (e) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (f) the aggregate amount of all Cure Right proceeds during the term of this Agreement shall not exceed $3,000,000, (g) all Cure Right contributions shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained herein, (h) there shall be no pro forma reduction in Indebtedness with the proceeds of the any Cure Right for purposes of determining compliance with the financial covenants in Section 9.01(afor such twelve month period (either through repayment or netting) 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, (fi) such proceeds shall be immediately applied to prepay the Loans in accordance with Section 3.04(b)(vii) Term Loan 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 applied to the Cure Expiration Dateinverse order of maturity and the Borrowers shall pay the Applicable Prepayment Premium. 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 set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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) 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Cure Right. In Notwithstanding anything to the contrary contained herein, in the event that Parent fails the Loan Parties fail to comply (x) with the requirements of Section 6.5(a) for any Financial Covenant set forth in Section 9.01(a) or Section 9.01(bfiscal quarter (the “Applicable Fiscal Quarter”), from the last date of the applicable Test Period then until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (the “FCCR Cure Expiration Notice Deadline”) after the earlier of (a) delivery of the Compliance Certificate for the Applicable Fiscal Quarter, or (b) the due date for delivery of the Compliance Certificate for the Applicable Fiscal Quarter as required by Section 9.7 or 9.8 hereof, or (y) with the requirements of Section 6.5(b) on any date of determination (the “Applicable Liquidity Shortfall Date”), Parent then until the third (3rd) Business Day (the “Liquidity Cure Notice ​ ​ Deadline”) after the Liquidity Shortfall Date, any holder of Equity Interests of AmeriGas or any of its direct or indirect Parents shall have the right to issue Permitted Cure Equity make a contribution to its equity in the form of common equity for cash and contribute the cash proceeds therefrom to AmeriGas and/or AmeriGas shall have the right to issue, obtain or otherwise receive recognize a contribution to its equity in the form of common equity for 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 , and upon the receipt by AmeriGas of such cash proceeds (athe “Cure Amount”), pursuant to the exercise of such Cure Right, the calculation of Fixed Charge Coverage Ratio as used in the financial covenant set forth in Section 6.5(a) or the calculation of Liquidity shall, as applicable, be recalculated giving effect to the following pro forma adjustments so long as the cash proceeds of the exercise of such proceeds Cure Right are actually received by Parent AmeriGas no later than ten five (105) Business Days after the date on which financial statements are required FCCR Cure Notice Deadline or Liquidity Cure Notice Deadline (as applicable, the “Anticipated Cure Deadline”) and remitted to be delivered Agent for application to the Obligations in accordance with the terms hereof (without any corresponding reduction to the Revolving Commitments or Maximum Revolving Advance Amount): (a) With respect to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary a failure to cure (by addition to EBITDA) such Event of Default under comply with Section 9.01(a) or Section 9.01(b6.5(a) for such periodthe Applicable Fiscal Quarter, EBITDA shall be increased, solely for the purpose of measuring the Fixed Charge Coverage Ratio set forth in Section 6.5(a) for the Applicable Fiscal Quarter (cand the applicable subsequent periods which include the Applicable Fiscal Quarter) and not for any other purpose under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs), by an amount equal to the Cure Amount; provided that the receipt by AmeriGas of the Cure Amount pursuant to 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 deemed to have 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 other effect whatsoever under this Agreement (including but not limited to determining the availability or under any other Loan Document) available during the continuance amount of any Default covenant baskets or Event of Default on the basis of the actual or purported carve-outs); (b) With respect to a failure to comply with Section 6.5(b) for any Applicable Liquidity Shortfall Date, the Liquidity covenant set forth in Section 9.01(a) and/or Section 9.01(b) until shall be recalculated as of the Applicable Liquidity Shortfall Date and the outstanding Revolving Advances as of the Applicable Liquidity Shortfall Date shall, for such failure is not cured on or prior calculation, be decreased by an amount equal to the Cure Expiration Date. Amount actually applied to the outstanding Revolving Advances; (c) 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 Loan Parties shall then be in compliance with the financial covenants requirements of the Fixed Charge Coverage Ratio set forth in Section 9.01(a6.5(a) and or the Liquidity covenant set forth in Section 9.01(b6.5(b), Parent as applicable, the Loan Parties shall be deemed to have satisfied the requirements of such Section 6.5(a) or Section 6.5(b), as applicable, as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such the financial covenant set forth in Section 9.01(a6.5(a) and Section 9.01(b) or 6.5(b), as applicable, that had occurred shall be deemed cured for the purposes of this Agreement. The parties hereby acknowledge that this Section 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.; and

Cure Right. In (a) Notwithstanding anything to the event that Parent contrary contained in this Article VII, if Holdings fails to comply with the requirements of any Financial Covenant set forth in Section 9.01(a) or Section 9.01(b)6.12, from then, during the last date of the applicable Test Period until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder period (the “Cure Expiration DatePeriod”), Parent shall have ) from the right to issue Permitted Cure Equity for cash or otherwise receive cash contributions first day of the last quarter of the relevant Test Period 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 date that (a) such proceeds are actually received by Parent no later than is ten (10) Business Days after the date on which financial statements are the certificate calculating the Fixed Charge Coverage Ratio for such Test Period is required to be delivered pursuant to Section 5.01(d), Holdings (or any Parent) shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to (or in the case of any Parent receive equity interests in Holdings for its cash contributions to) the capital of Holdings (collectively, the “Cure Right”), and upon contribution by Holdings or any Parent to Holdings or a Borrower of such cash in return for common Equity Interests or for existing Equity Interests of such Borrower (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, the Fixed Charge Coverage Ratio under Section 6.12 shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be 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 and any 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 Period that include contains such fiscal quarter, (f) such proceeds shall be applied to prepay solely for the Loans in accordance with purpose of measuring the Fixed Charge Coverage Ratio under Section 3.04(b)(vii) 6.12 and (g) until the Cure Expiration Date, neither not for any Agent nor any Lender shall exercise any rights or remedies other purpose 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 Agreement, by an amount equal to the Cure Expiration Date. IfAmount; and (ii) if, after giving effect to the foregoing pro forma adjustment (but notadjustments, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Parent is Holdings shall then be in compliance with the financial covenants set forth in Section 9.01(a) and Section 9.01(b)6.12, Parent Holdings shall be deemed to have satisfied the requirements of such Section 6.12 as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) 6.12 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that . (b) Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there shall be at least two fiscal quarters during which the Cure Right is not exercised, (ii) the Cure Right may be exercised no more than four times during the term of this Section 10.02 may not Agreement, (iii) the Cure Amount shall be relied on no greater than the amount required for purposes of calculating complying with Section 6.12, (iv) all Cure Amounts shall be disregarded for purposes of determining any financial baskets or ratios with respect to the other than as applicable covenants contained in the Loan Documents and (v) if, during any Cure Period, an Event of Default occurs under Section 6.12 for the Test Period ending during such Cure Period, such Event of Default shall be deemed not to exist for the purposes of this Agreement or any other Loan Document (except for the purposes of Section 9.01(a4.02) and Section 9.01(b) and shall not result if Holdings advises the Agent in any adjustment to any amounts other than writing that the amount exercise of the EBITDA referred Cure Right is being diligently pursued and such exercise continues to in be diligently pursued (it being understood that this clause (v) shall automatically cease to be applicable on the immediately preceding sentencelast day of such Cure Period).

Cure Right. In (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that Parent fails Borrowers fail to comply with Section 6.2 as of the requirements end of any Financial Covenant set forth in Section 9.01(a) or Section 9.01(b)fiscal quarter, from the last date of the applicable Test Period until the expiration of the tenth fifteenth (10th15th) Business Day after subsequent to the applicable Test Date hereunder date the Compliance Certificate for such fiscal quarter is required to be delivered pursuant to Section 4.1 (the “Cure Expiration DatePeriod”), Parent Accuray shall have the right to issue Permitted Cure equity interests (other than Disqualified Equity Interests) for cash or otherwise receive cash contributions to the applicable equity capital of Parent and apply (the amount thereof, the “Cure Amount” and the exercise of the proceeds thereof to increase EBITDA with respect to such applicable quarter (right, the “Cure Right”); provided, (i) no more than four (4) Cure Rights may be exercised after the Closing Date; (ii) no more than two Cure Rights may be exercised during any consecutive four fiscal quarters; (iii) no Cure Amount shall exceed the amount necessary to cause compliance with Section 6.2 for the period then ended; and (iv) no Cure Amount shall exceed $5,000,000; provided further, that (ax) such proceeds are actually received by Parent no later than ten Borrower Representative shall give Agent written notice of their intention to exercise the Cure Right prior to the eleventh (1011th) Business Days after Day subsequent to the date on which financial statements are the Compliance Certificate for such fiscal quarter is required to be delivered with respect (such Business Day, the “Cure Notice Deadline”) and (y) so long as Borrower Representative has given irrevocable written notice to such Test Date hereunder, (b) such proceeds do not exceed the aggregate amount necessary Agent of its commitment to cure (by addition to EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) for such period, (c) exercise the Cure Right shall not be exercised in more than two (2) fiscal quarter periods during each Test Period, (d) prior to the Cure Right shall not be exercised more than five (5) times Notice Deadline, during the term of the Loans, (e) there shall be no pro forma reduction in Indebtedness with the proceeds remainder 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 DatePeriod thereafter, neither any Agent nor any Lender Lenders 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 in connection with such failure to comply with Section 6.2 as of the end of such fiscal quarter; provided, further, that Borrowers shall not be permitted to request any covenant set forth Revolving Loans during the Cure Period unless and until the Cure Amount has been received by Accuray. (b) Upon the receipt by Accuray of the cash proceeds of any equity issuance referred to in Section 9.01(a10.11(a), EBITDA for the fiscal quarter as to which such Cure Right is exercised (the “Cure Right Fiscal Quarter”) and/or Section 9.01(b) until such failure is not cured on or prior shall be deemed to have been increased by the Cure Expiration Date. If, Amount in determining compliance with Section 6.2 for such Cure Right Fiscal Quarter and for any subsequent period that includes such Cure Right Fiscal Quarter; provided that no increase in EBITDA on account of the exercise of any Cure Right shall be applicable for any other purpose under this Agreement or any other Financing Documents. (c) 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 recalculations set forth in Section 9.01(a10.11(b) and Borrowers shall then be in compliance with Section 9.01(b)6.2, Parent Borrowers shall be deemed to have satisfied the requirements of such Section covenant as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default any Event of Default with respect to any such Section 9.01(a) and Section 9.01(b) covenant that had occurred shall be deemed cured 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 Agreement and the 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 sentenceFinancing 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(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: [*] – indicates deleted language 61 (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 the event that Parent Borrower fails to comply with the requirements of any Financial Covenant set forth in Section 9.01(a6.01(b) or Section 9.01(b6.01(c), from beginning on the first date after the last date day of the applicable Test Period Fiscal Quarter for which the financial covenants in Section 6.01(b) and Section 6.01(c) are being tested, until the expiration of the tenth (10th) Business Day after subsequent to the applicable Test Date hereunder date the compliance certificate for calculating the PDP Asset Coverage Ratio and the Leverage Ratio is required to be delivered pursuant to Section 5.01(c) (the “Cure Expiration DatePeriod”), Parent Borrower shall have the right be permitted 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 cure such applicable quarter failure (the a “Cure Right”) to comply by requesting that the PDP Asset Coverage Ratio and/or the Leverage Ratio be recalculated by decreasing Total Net Debt as of the last day of such Fiscal Quarter upon the receipt of proceeds from a Specified Equity Contribution during such Cure Period (such amount, a “Cure Amount”); provided that (ai) the Cure Amount shall not be greater than the amount required to cause Borrower to be in compliance with Section 6.01(b) or Section 6.01(c); (ii) a single Cure Amount may be applied to cure both a PDP Asset Coverage Ratio and Leverage Ratio default during the same Cure Period; (iii) such proceeds are actually received by Parent no later Cure Amount shall be applied as a prepayment of outstanding Term Loans and treated as an optional prepayment made pursuant to Section 2.05 (including for purposes of the Applicable Premium) and any decrease in Total Net Debt as of the last day of any Fiscal Quarter as a result of such prepayment shall be applied solely for the purpose of determining compliance or non-compliance with Section 6.01(b) or Section 6.01(c) as of the last day of such Fiscal Quarter and not for any other purpose under any Loan Document; (iv) Borrower may not exercise the Cure Right (A) more than ten two times during any period of four consecutive Fiscal Quarters or (10B) Business Days after more than four times prior to the Maturity Date (provided that, if Borrower exercises the Cure Right prior to the date on which financial statements are required to be delivered for a relevant Fiscal Quarter solely with respect to an anticipated PDP Asset Coverage Ratio default or Leverage Ratio default and the Cure Amount associated therewith is insufficient to cure a PDP Asset Coverage Ratio default or Leverage Ratio default with respect to such Test Date hereunderFiscal Quarter, (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 any subsequent 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 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 expiration of the applicable Cure Expiration DatePeriod to ‘top-up’ such Cure Amount shall not count as an additional exercise of the Cure Right); and (v) any cure of both a PDP Asset Coverage Ratio default and a Leverage Ratio default in one Fiscal Quarter shall count as a single Specified Equity Contribution. If, 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 would then be in compliance with Section 6.01(b) or Section 6.01(c) as of the financial covenants set forth in Section 9.01(a) and Section 9.01(b)last day of the applicable Fiscal Quarter, Parent Borrower shall be deemed to have satisfied the requirements of such Section 6.01(b) or Section 6.01(c), as applicable, as of the relevant date last day of determination such Fiscal Quarter with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of any such Section 9.01(a) and Section 9.01(b) covenant that had occurred shall be deemed cured for purposes the purpose of this AgreementAgreement and the other Loan Documents. The parties hereby acknowledge that this Section 10.02 may not be relied Neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of Administrative Agent or any Lender shall exercise any right to foreclose on for purposes or take possession of calculating the Collateral or exercise any financial ratios other than as applicable remedy pursuant to Section 9.01(a8.02, the other Loan Documents or applicable law prior to the end of such Cure Period solely on the basis of an Event of Default having occurred and continuing under Section 6.01(b) and or Section 9.01(b6.01(c) and (except to the extent that Xxxxxxxx has confirmed in writing that it does not intend to exercise the Cure Right); provided, however, that the Cure Right shall not result affect in any adjustment way the rights and remedies of the Lenders or the Administrative Agent with respect to any amounts other than the amount Default or Event of the EBITDA referred to in the immediately preceding sentenceDefault.

Cure Right. In (a) Notwithstanding anything to the contrary contained in Section 9 or this Section 10, in the event that Parent Borrower fails to comply with any of the requirements of any Financial Covenant covenants set forth in Section 9.01(aSections 8.1 or 8.2 (together, the “Financial Condition Covenants”) or Section 9.01(b), from the last date as of the applicable Test Period end of any quarter, until the expiration of the tenth (10th) Business Day after day subsequent to the applicable Test Date hereunder (date the “Cure Expiration Date”Compliance Certificate for the last month of such quarter is required to be delivered pursuant to Section 7.1(d), Parent Borrower shall have the right to issue Permitted equity units (the “Cure Equity Securities”) for cash or otherwise receive (the amount thereof, the “Cure Amount”), so long as such cash contributions is immediately contributed to the 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) 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 hereunderprovided, (bi) no more than two Cure Rights may be exercised during any period of four consecutive quarters (provided, further, that no such proceeds do not two Cure Rights may be exercised in respect of any two consecutive quarters); (ii) no Cure Amount shall exceed the aggregate lesser of (x) $700,000 or (y) the amount necessary to cure cause compliance with the applicable Financial Condition Covenants for the measurement period then ended and (by addition to EBITDAiii) 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 Rights may not be exercised more than five three (53) times during the term of this Agreement. (b) Upon the Loans, (e) there shall be no pro forma reduction in Indebtedness with receipt by Borrower of the cash proceeds of the any Cure Right for purposes of determining compliance with the financial covenants Securities referred to in Section 9.01(a) and Section 9.01(b) or 10.5(a), EBITDA for determining any pricing, financial covenant based conditions or baskets with respect the quarter as to the covenants contained in this Agreement, in each case, in the fiscal quarter in which the such Cure Right is used or subsequent periods that include such fiscal quarter, exercised (fthe “Cure Right Quarter”) such proceeds shall be applied deemed to prepay the Loans in accordance with Section 3.04(b)(vii) and (g) until have been increased by the Cure Expiration DateAmount in calculating the Financial Condition Covenants for such Cure Right Quarter and for any subsequent period that includes such Cure Right Quarter; provided, neither that no increase in EB1TDA on account of the exercise of any Agent nor Cure Right shall be applicable for any Lender shall exercise any rights or remedies other purpose under this Agreement (or under any other Loan Document) available during , including determining the continuance availability or amount of any Default covenant basket, carve-out or Event of Default compliance on the a pro forma basis with any of the actual Financial Condition Covenants or purported failure to comply with any covenant set forth in Section 9.01(adetermining Excess Cash Flow. (c) and/or Section 9.01(b) until such failure is not cured on or prior to the Cure Expiration Date. If, If after giving effect to the foregoing pro forma adjustment (but notrecalculations set forth in this Section 10.5, 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)all Financial Condition Covenants, Parent Borrower shall be deemed to have satisfied the requirements of such Section covenants as of the relevant date of determination with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default Event of Default with respect to any such Section 9.01(a) and Section 9.01(b) covenant that had occurred shall be deemed cured 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 Agreement and the 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 sentenceLoan Documents.

Cure Right. In the event that Parent fails the Borrowers fail to comply with the requirements of any Financial Covenant the financial covenants set forth in Section 9.01(a) or Section 9.01(b7.03 (a “Curable Default”), from the last date of the applicable Test Period until the expiration of the tenth (10th) 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder fiscal quarter (the “Cure Expiration Required Contribution Date”), (i) the 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 contributions to the capital of the Borrowers or (ii) the Loan Parties and/or their Permitted Holders cause a contribution to be made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to clauses (i) and (ii), 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) 10 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 Consolidated EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) 7.03 for such period, (c) the Cure Right shall not be exercised in more than two (2) times in any four fiscal quarter periods period and five times during each Test Periodthe term of the Loans, (d) the Cure Right shall not be exercised more than five in consecutive fiscal quarters, (5e) times such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of the Loansthis Agreement shall not exceed $10,000,000, (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 2.05(c)(ix). Until the Cure Expiration Required Contribution Date, neither any Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or exercise any rights enforcement remedy against the Loan Parties or remedies under this Agreement (any of their Subsidiaries or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis their respective properties solely as a result 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 existence of the Cure Expiration Dateapplicable Curable Default. 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 set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this 137 #97889169v6 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) 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised.

Cure Right. In Notwithstanding anything to the contrary contained herein, in the event that Parent fails the Loan Parties fail to comply (x) with the requirements of Section 6.5(a) for any Financial Covenant set forth in Section 9.01(a) or Section 9.01(bfiscal quarter (the “Applicable Fiscal Quarter”), from the last date of the applicable Test Period then until the expiration of the tenth (10th) Business Day after the applicable Test Date hereunder (the “FCCR Cure Expiration Notice Deadline”) after the earlier of (a) delivery of the Compliance Certificate for the Applicable Fiscal Quarter, or (b) the due date for delivery of the Compliance Certificate for the Applicable Fiscal Quarter as required by Section 9.7 or 9.8 hereof, or (y) with the requirements of Section 6.5(b) on any date of determination (the “Applicable Liquidity Shortfall Date”), Parent then until the third (3rd) Business Day (the “Liquidity Cure Notice Deadline”) after the Liquidity Shortfall Date, any holder of Equity Interests of AmeriGas or any of its direct or indirect Parents shall have the right to issue Permitted Cure Equity make a contribution to its equity in the form of common equity for cash and contribute the cash proceeds therefrom to AmeriGas and/or AmeriGas shall have the right to issue, obtain or otherwise receive recognize a contribution to its equity in the form of common equity for 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 , and upon the receipt by AmeriGas of such cash proceeds (athe “Cure Amount”), pursuant to the exercise of such Cure Right, the calculation of Fixed Charge Coverage Ratio as used in the financial covenant set forth in Section 6.5(a) or the calculation of Liquidity shall, as applicable, be recalculated giving effect to the following pro forma adjustments so long as the cash proceeds of the exercise of such proceeds Cure Right are actually received by Parent AmeriGas no later than ten five (105) Business Days after the date on which financial statements are required to be delivered with respect to such Test Date hereunderFCCR Cure Notice Deadline or Liquidity Cure Notice Deadline (as applicable, (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 “Anticipated 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(aDeadline”) and Section 9.01(b) or remitted to Agent for determining any pricing, financial covenant based conditions or baskets with respect application 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 Obligations in accordance with the terms hereof (without any corresponding reduction to the Revolving Commitments or Maximum Revolving Advance Amount): (a) With respect to a failure to comply with Section 3.04(b)(vii6.5(a) for the Applicable Fiscal Quarter, EBITDA shall be increased, solely for the purpose of measuring the Fixed Charge Coverage Ratio set forth in Section 6.5(a) for the Applicable Fiscal Quarter (and the applicable subsequent periods which include the Applicable Fiscal Quarter) and (g) until the Cure Expiration Date, neither not for any Agent nor any Lender shall exercise any rights or remedies other purpose under this Agreement (including but not limited to determining the availability or under any other Loan Document) available during the continuance amount of any Default covenant baskets 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 carve-outs), by an amount equal to the Cure Expiration Date. If, after giving effect Amount; provided that the receipt by AmeriGas of the Cure Amount pursuant 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 Cure Right shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same no other 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 whatsoever under 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.120 074658.00041/136182926v.3 074658.00041/152601366v.3 074658.00041/136182926v.6 074658.00041/136182926v.7 074658.00041/136182926v.10 074658.00041/150851455v.1 074658.00041/150851455v.4

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(aclause (b), (c) or (d) of Section 9.01(b)7.03, from and after the last date of day on which financial statements are required to be delivered with respect to the applicable Test Period Fiscal Quarter hereunder until the expiration of the tenth (10th) Business Day 10th day after the applicable Test Date hereunder (date on which financial statements are required to be delivered with respect to such Fiscal Quarter, 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 and Unadjusted EBITDA with respect to such applicable quarter Fiscal Quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent the Borrowers no later than ten (10) Business Days 10 days after the date on which financial statements are required to be delivered with respect to such Test Date hereunderFiscal Quarter, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) such Event of Default under Section 9.01(a) or Section 9.01(b) 7.03 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) 5 times during the term of the Loans, (d) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v), and (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, in the fiscal quarter 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 DateFiscal Quarter. 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 applicable 137907439v16 financial covenants set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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) 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither any Agent nor any Lender may take any action to foreclose on, or take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) or under any applicable laws on the basis of any actual or purported Event of Default in respect of Section 7.03(b), (c) or (d) (and any related Default or Event of Default arising therefrom) until the date that is the earlier of (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Administrative Agent receives notice from an Authorized Officer of the Loan Parties that the Cure Right will not be exercised for the applicable period; provided, that during such time, no Lender shall be required to make a Loan hereunder.

Cure Right. In the event that 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 the event that Parent fails the Borrowers fail to comply with the requirements of any Financial Covenant the financial covenants set forth in Section 9.01(a) or Section 9.01(b7.03 (a “Curable Default”), from the last date of the applicable Test Period until the expiration of the tenth (10th) 10th Business Day after the date on which financial statements are required to be delivered with respect to the applicable Test Date hereunder fiscal quarter (the “Cure Expiration Required Contribution Date”), (i) the 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 contributions to the capital of the Borrowers or (ii) the Loan Parties and/or their Permitted Holders cause a contribution to be made in the form of Subordinated Indebtedness issued by any Loan Party, and in each case with respect to clauses (i) and (ii), 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) 10 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 Consolidated EBITDA) such Event of Default under Section 9.01(a) or Section 9.01(b) 7.03 for such period, (c) the Cure Right shall not be exercised in more than two (2) times in any four fiscal quarter periods period and five times during each Test Periodthe term of the Loans, (d) the Cure Right shall not be exercised more than five in consecutive fiscal quarters, (5e) times such proceeds (1) for any individual Cure Right shall not exceed 20% of Consolidated EBITDA for the most recent trailing four fiscal quarter period for which financial statements and #97100791v3 a Compliance Certificate have been delivered pursuant to Section 7.01(a)(i) and (iv) and (2) in the aggregate for all Cure Rights during the term of the Loansthis Agreement shall not exceed $10,000,000, (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 2.05(c)(ix). Until the Cure Expiration Required Contribution Date, neither any Agent nor any Lender shall impose the Post-Default Rate, accelerate the Obligations or exercise any rights enforcement remedy against the Loan Parties or remedies under this Agreement (any of their Subsidiaries or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis their respective properties solely as a result 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 existence of the Cure Expiration Dateapplicable Curable Default. 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 set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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) 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence; provided that such adjustment to the amount of the Consolidated EBITDA shall apply to subsequent calculations under Section 7.03 measuring such fiscal quarter with respect to which the Cure Right was exercised.

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(aclause (b), (c) or (d) of Section 9.01(b)7.03, from and after the last date of day on which financial statements are required to be delivered with respect to the applicable Test Period Fiscal Quarter hereunder until the expiration of the tenth (10th) Business Day 10th day after the applicable Test Date hereunder (date on which financial statements are required to be delivered with respect to such Fiscal Quarter, 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 and Unadjusted EBITDA with respect to such applicable quarter Fiscal Quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent the Borrowers no later than ten (10) Business Days 10 days after the date on which financial statements are required to be delivered with respect to such Test Date hereunderFiscal Quarter, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) such Event of Default under Section 9.01(a) or Section 9.01(b) 7.03 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) 5 times during the term of the Loans, (d) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v), and (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, in the fiscal quarter 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 DateFiscal Quarter. 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 applicable financial covenants set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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) 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither the Agent nor any Lender may take any action to foreclose on, or take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) or under any applicable laws on the basis of any actual or purported Event of Default in respect of Section 7.03(b), (c) or (d) (and any related Default or Event of Default arising therefrom) until the date that is the earlier of (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Agent receives notice from an Authorized Officer of the Loan Parties that the Cure Right will not be exercised for the applicable period; provided, that during such time, no Lender shall be required to make a Loan hereunder.

Cure Right. In 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(aclause (b), (c) or (d) of Section 9.01(b)7.03, from and after the last date of day on which financial statements are required to be delivered with respect to the applicable Test Period Fiscal Quarter hereunder until the expiration of the tenth (10th) Business Day 10th day after the applicable Test Date hereunder (date on which financial statements are required to be delivered with respect to such Fiscal Quarter, 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 and Unadjusted EBITDA with respect to such applicable quarter Fiscal Quarter (the “Cure Right”); provided that (a) such proceeds are actually received by Parent the Borrowers no later than ten (10) Business Days 10 days after the date on which financial statements are required to be delivered with respect to such Test Date hereunderFiscal Quarter, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA or Unadjusted EBITDA, as applicable) such Event of Default under Section 9.01(a) or Section 9.01(b) 7.03 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) 5 times during the term of the Loans, (d) in each period of four Fiscal Quarters, there shall be at least 2 consecutive Fiscal Quarters during which the Cure Right is not exercised, (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.05(c)(v), and (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, in the fiscal quarter 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 DateFiscal Quarter. 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 applicable financial covenants set forth in Section 9.01(a) and Section 9.01(b)7.03, 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(b) 7.03 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) 7.03 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA and Unadjusted EBITDA referred to in the immediately preceding sentence. Neither any Agent nor any Lender may take any action to foreclose on, or take possession of, the Collateral, accelerate any Obligations, terminate any Commitments or otherwise exercise any rights or remedies under Section 9.01 (or under any other Loan Document) or under any applicable laws on the basis of any actual or 142901395v2 purported Event of Default in respect of Section 7.03(b), (c) or (d) (and any related Default or Event of Default arising therefrom) until the date that is the earlier of (i) the date on which the right to exercise the Cure Right has expired without the Cure Right having been exercised and (ii) the date that the Administrative Agent receives notice from an Authorized Officer of the Loan Parties that the Cure Right will not be exercised for the applicable period; provided, that during such time, no Lender shall be required to make a Loan hereunder.

Cure Right. In the event that Parent fails If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to comply with the requirements of any Section 7.2(a), which certificate demonstrates (i) a Financial Covenant set forth in Section 9.01(aDefault and (ii) or Section 9.01(b)a Consolidated Asset Coverage Ratio not less than 1.35:1.00, from the last date Company may present the holders of the applicable Test Period until Notes with a reasonably feasible plan for the expiration Company to offer or sell Equity Interests or raise Indebtedness 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 Company or otherwise receive cash contributions to the applicable equity capital any of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter its subsidiaries (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 deemed received immediately prior to prepay such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within sixty (60) calendar days after the 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 end of the actual applicable quarter or purported failure fiscal year to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until which such failure officer’s certificate relates, then, once such plan is not cured on or prior to submitted, 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 Company shall be deemed to have satisfied complied with the requirements of relevant covenant under Section 10.7 that gave rise to such Section Financial Covenant Default as of the relevant date of determination and each subsequent fiscal quarter within such sixty (60) day period with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) Financial Covenant Default that had occurred shall be deemed cured for each subsequent fiscal quarter for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such 60-day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters (which, for the avoidance of doubt, shall not include any subsequent fiscal quarter within any applicable 60-day period). Trinity Capital Inc. Master Note Purchase Agreement The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section 10.02 may not be relied on for purposes 10.7(c), no holder of calculating the Notes shall accelerate its Notes or exercise any financial ratios other than as applicable of its rights or remedies pursuant to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than 12 solely on the amount basis of the EBITDA referred occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is sixty (60) calendar days after the expiration of the end of the applicable quarter or fiscal year to in the immediately preceding sentencewhich such officer’s certificate relates.

Cure Right. In the event that Parent fails If, within thirty (30) calendar days after delivery of an officer’s certificate delivered pursuant to comply with the requirements of any Section 7.2(a), which certificate demonstrates (i) a Financial Covenant set forth in Section 9.01(aDefault and (ii) or Section 9.01(b)an Asset Coverage Ratio not less than 1.35:1.00, from the last date Company may present the holders of the applicable Test Period until Notes with a reasonably feasible plan for the expiration Company to offer or sell Equity Interests or raise Indebtedness 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 Company or otherwise receive cash contributions to the applicable equity capital any of Parent and apply the amount of the proceeds thereof to increase EBITDA with respect to such applicable quarter its subsidiaries (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 deemed received immediately prior to prepay such default and used immediately prior to such default as specified in such plan to enable such Financial Covenant Default to be cured within one hundred twenty (120) calendar days after the 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 end of the actual applicable quarter or purported failure fiscal year to comply with any covenant set forth in Section 9.01(a) and/or Section 9.01(b) until which such failure officer’s certificate relates, then, once such plan is not cured on or prior to submitted, 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 Company shall be deemed to have satisfied complied with the requirements of relevant covenant under Section 10.7 that gave rise to such Section Financial Covenant Default as of the relevant date of determination and each subsequent fiscal quarter within such one hundred twenty (120) day period with the same effect as though there had been no failure to comply on therewith at such date, and the applicable breach or default of such Section 9.01(a) and Section 9.01(b) Financial Covenant Default that had occurred shall be deemed cured for each such subsequent fiscal quarter for the purposes of this Agreement; provided, that if the transaction specified in such plan is not consummated within such one hundred twenty (120) day period, it shall constitute an immediate Event of Default. Notwithstanding anything herein to the contrary, (i) no more than two (2) Cure Rights may be exercised during the term of this Agreement, and (ii) the Cure Right shall not be exercised in any two (2) consecutive fiscal quarters (which, for the avoidance of doubt, shall not include any subsequent fiscal quarter within any applicable one hundred twenty (120) day period). The parties hereby acknowledge holders of the Notes agree that from and after their receipt of notice from the Company of its intent to exercise the Cure Right in respect of any Financial Covenant Default in accordance with this Section 10.02 may not be relied on for purposes 10.7(c), no holder of calculating the Notes shall accelerate its Notes or exercise any financial ratios other than as applicable of its rights or remedies pursuant to Section 9.01(a) and Section 9.01(b) and shall not result in any adjustment to any amounts other than 12 solely on the amount basis of the EBITDA referred occurrence and continuance of such Financial Covenant Default during the period from the date of delivery of such notice and until the date that is one hundred twenty (120) calendar days after the expiration of the end of the applicable quarter or fiscal year to in the immediately preceding sentence.which such officer’s certificate relates. HPS CORPORATE LENDING FUND NOTE PURCHASE AGREEMENT

Cure Right. In (a) For the event purpose of determining whether an Event of Default under Section 9.1 has occurred, the Borrower may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of stock (other than Disqualified Equity Interests) of the Borrower, or a cash contribution to the stock (other than Disqualified Equity Interests) of the Borrower (the “Cure Amount”), in each case as an increase to EBITDA on a dollar-for-dollar basis equal to such Cure Amount solely for the applicable fiscal quarter (a “Cure Quarter”) (and any Test Period that Parent fails to comply includes such Cure Quarter) and solely for the purpose of complying with the requirements of any Financial Covenant First Lien Net Leverage Ratio set forth in Section 9.01(a9.1 for such Cure Quarter (and any Test Period that includes such Cure Quarter); provided that (i) such amounts to be designated are actually received by the Borrower on or Section 9.01(b), from after the last date day of the such applicable Test Period until the expiration of Cure Quarter on or prior to the tenth (10th) Business Day after the date on which the Financial Statements are required to be delivered with respect to such applicable Test Date hereunder Cure Quarter (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 (aii) 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 amounts do not exceed the aggregate minimum amount necessary to cure (by addition to EBITDA) such any Event of Default under in respect of 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 9.1 as of the Loans, end of such Cure Quarter and (iii) notwithstanding any prepayments pursuant to clause (e) below, there shall be no pro forma reduction in Consolidated Funded Indebtedness for the purposes of calculating compliance with Section 9.1 for any Cure Quarter in which the Cure Amount is included in the calculation of EBITDA (it being understood that Loans repaid with the proceeds of the Cure Right Amount shall be deemed repaid for purposes of determining compliance with the financial covenants in Section 9.01(a) and Section 9.01(b) or 9.1 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)(viiperiods) and (giv) until the Cure Expiration Date, neither any Borrower shall have provided notice to the 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(adate such amounts are designated as a “Cure Amount”. (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 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 hereto hereby acknowledge that this Section 10.02 9.2 may not be relied on for purposes of calculating any financial ratios other than as applicable to for determining actual compliance with Section 9.01(a) 9.1 (and not Pro Forma Compliance with Section 9.01(b9.1 that is required by any other provision of this Agreement) and shall not at any time result in any adjustment (on a Pro Forma Basis or otherwise) to any amounts other than (including the amount of Indebtedness) or increase in cash, in each case, for purposes of determining pricing, mandatory prepayments and the EBITDA referred availability or amount permitted pursuant to any term, provision or covenant hereunder. (c) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by the Borrower, Section 9.1 shall be deemed complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 9.1 and any Event of Default in respect of Section 9.1 shall be deemed not to have occurred for purposes of the Loan Documents, (ii) upon delivery to the Agent prior to the Cure Expiration Date of a notice from the Borrower stating its good faith intention to exercise its right set forth in this Section 9.2, neither the Agent nor any Lender may exercise any rights or remedies under Article X (or under any other Loan Document) solely on the basis of any actual or purported Event of Default in respect of Section 9.1 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated. (d) (i) the cure right set forth in this Section 9.2 shall not be exercised in consecutive fiscal quarters and (ii) during the term of this Agreement, the Borrower may not exercise the cure right set forth in this Section 9.2 more than four (4) times in the immediately preceding sentenceaggregate. (e) 100% of the proceeds of the Cure Amount shall be used to prepay the Loans in accordance with Section 2.5(b)(iv).