Common use of Cure Right Clause in Contracts

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with the Financial Performance Covenant with respect to a Test Period, after the completion of the last fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is required to be delivered pursuant to Section 9.1(d) (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash common equity (the “Cure Amount”) the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 119.1, in the event that the Borrower fails Credit Parties fail to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant Covenant”) with respect to a Test Periodany Fiscal Quarter, after the completion end of the last fiscal quarter in the Test Period to which such Financial Performance Covenant applies Fiscal Quarter until the expiration of the 10th Business Day day subsequent to the date on which financial statements with respect to the certificate calculating the Fiscal Quarter for which Financial Performance Covenant with respect to such Test Period is being measured are required to be delivered pursuant to Section 9.1(d5.1(b) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”c), one or more investors shall have the right to make a Specified Equity Contribution to Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of such cash common equity (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) Consolidated EBITDA shall be increased, solely for purposes the purpose of measuring the Financial Performance Covenant for such Test Period (and determining the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Initial Test Period Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Borrower Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable no breach or default of the Financial Performance Covenant that had shall have been deemed to have occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) . Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter Fiscal Quarter period of the Borrower there shall be at least two fiscal quarters Fiscal Quarters in which the Cure Right is not exercised, (ii) during the term Cure Amount shall be no greater than 100% of this Agreementthe amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than five times, (iii) for purposes four times during the term of this Section 11.12, Agreement and (iv) no Specified Equity Contribution nor the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess proceeds thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests (other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining increasing EBITDA as provided in clause (a) of this Section 9.4) or any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) or thresholds under this Agreement and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in Indebtedness for purposes clause (a) of calculating compliance with this Section 9.4. During the Financial Performance Covenant period, Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or any other financial ratio test advances hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11foregoing, in the event that the Borrower fails to comply with the Financial Performance Covenant with respect to a Test Periodrequirements of Section 6.1 or Section 6.2 for any Fiscal Quarter, after the completion of the last fiscal quarter in the Test Period to which such Financial Performance Covenant applies then until the expiration of the 10th Business Day tenth (10th) day subsequent to the date the certificate Compliance Certificate calculating the Financial Performance Covenant with respect to compliance for such Test Period Fiscal Quarter is required to be delivered pursuant to Section 9.1(d) 5.1(c), the Borrower shall have the right to cure such failure (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure PeriodRight”)) by (a) (i) in the event of a failure to comply with the requirements of Section 6.1, Parent may engage making a prepayment of the Loans in accordance with Section 2.10 in an amount necessary to reduce Consolidated Total Debt (which prepayment shall be deemed to have occurred on the last day of such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.1 as of the last day of such Fiscal Quarter, and (ii) in the event of a failure to comply with the requirements of Section 6.2, (x) making a prepayment of the Loans in accordance with Section 2.10 in an amount necessary to increase Current Assets by increasing the unused amount of the Aggregate Commitments (which prepayment shall be deemed to have occurred on the last day of such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.2 as of the last day of such Fiscal Quarter, (y) obtaining cash proceeds from an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for of the Borrower to increase Current Assets by increasing the amount of cash (or a capital contribution in and cash to the Parent) and contribute such amount to the common equity capital equivalents of the Borrower (including through a capital contribution which receipt of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash common equity (the “Cure Amount”) the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied occurred on the requirements last day of such Fiscal Quarter), or (z) exercising any combination of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement; provided that foregoing clauses (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. and (b) on the day the Borrower exercise the Cure Right, certifying to Administrative Agent and the Lenders in writing that the Cure Right has been exercised and providing an updated Compliance Certificate recalculating compliance with the covenants in Section 6.1 and Section 6.2 for which the Cure Right was exercised. Notwithstanding anything herein to the contrary, (iA) there shall not be two consecutive Fiscal Quarters in which the Cure Right is exercised, (B) in each four consecutive fiscal quarter four- Fiscal Quarter period of the Borrower there shall be at least two fiscal quarters Fiscal Quarters in which the Cure Right is not exercised, and (iiC) the Cure Right may not be exercised in more than four Fiscal Quarters during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 119.1, in the event that the Borrower fails Credit Parties fail to comply with the covenant contained in Section 7.10 (the “Financial Performance Covenant Covenant”) with respect to a Test Periodany fiscal quarter, after the completion end of the last such fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th Business Day day subsequent to the date the certificate calculating the Financial Performance Covenant on which financial statements with respect to such Test Period is the fiscal quarter for which Financial Performance Covenants are being measured are required to be delivered pursuant to Section 9.1(d5.1(b) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”c), one or more investors shall have the right to make a Specified Equity Contribution to Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of such cash common equity (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenants are being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) Consolidated EBITDA shall be increased, solely for purposes the purpose of measuring the Financial Performance Covenant for such Test Period (Covenants and determining the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Initial Test Period Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount for such fiscal quarter and any four fiscal quarter period that contains such fiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Borrower Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable no breach or default of the Financial Performance Covenant that had shall have been deemed to have occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) . Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term Cure Amount shall be no greater than 100% of this Agreementthe amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than five times, (iii) for purposes four times during the term of this Section 11.12, Agreement and (iv) no Specified Equity Contribution nor the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess proceeds thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests (other than as applicable to compliance with the Financial Performance Covenant (including Covenants for purposes of determining increasing EBITDA as provided in subclause (a), above) or any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) or thresholds under this Agreement and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes adjustment to any amounts or calculations other than the amount of calculating compliance with the Financial Performance Covenant EBITDA to the extent provided subclause (a), above. During the period, the Borrowers elect to exercise the Cure right, Lender shall be under no obligation to make any Loans or any other financial ratio test advances hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in In the event that the Borrower fails to comply with the Financial Performance Covenant with respect to a Test Period, after the completion one or both of the last financial covenants set forth in this Section 7.1 for any fiscal quarter in quarter, subject to the Test Period to which such Financial Performance Covenant applies terms and conditions hereof, the Borrower shall have the right (the “Cure Right”), until the expiration of the 10th tenth (10th) Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is applicable financial statements are required to be delivered pursuant for such fiscal quarter, to Section 9.1(d) (such period commencing after the Test Period and prior to the end of such ten Business Day periodobtain an equity contribution, in cash, in an aggregate amount equal to, but not in excess of, the “Cure Period”)amount necessary to cure the breach, Parent may engage Default or Event of Default in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash connection with the relevant financial covenant (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure RightSpecified Equity Contribution”)) if such Specified Equity Contribution constituted Consolidated EBITDA for purposes of determining compliance with such financial covenants, and upon the receipt by the Borrower of such the cash common equity (proceeds thereof, the “Cure Amount”) the Financial Performance Covenant financial covenants shall then be recalculated giving effect to the following pro forma adjustments: : (i) Consolidated EBITDA shall be increased, solely deemed to be increased for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of and for the Initial Test Period and not for any other purpose under this Agreement, subsequent three consecutive fiscal quarters by an amount equal to the Cure AmountSpecified Equity Contribution and paid over to the Administrative Agent for application to the Obligations in accordance with Section 2.11; and (ii) the mandatory prepayment of the Obligations made with respect to such Specified Equity Contribution shall not serve as: (A) a reduction or increase to Excess Cash Flow or (B) a reduction to Indebtedness for purposes of calculating the Consolidated Senior Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio for the applicable fiscal quarter and the subsequent three consecutive fiscal quarters; (iii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenantall financial covenants in this Section 7.1, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant been in compliance with such financial covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach breach, Default or default Event of the Financial Performance Covenant Default in connection with such financial covenants that had occurred shall be deemed cured not to have occurred for purposes this purpose of this Agreement; provided and (iv) the deemed increase in Consolidated EBITDA pursuant to clause (i) above shall be for the sole purpose of measuring the financial covenants and not for any other purpose under this Agreement including determining availability under any covenant basket or determining any ability to consummate any Permitted Acquisition. In the event that: (i) no Default or Event of Default exists other than that arising due to failure of the Borrower to comply with the financial covenants set forth in this Section 7.1, and (xii) the Borrower shall have notified the delivered to Administrative Agent written notice of the its intention to exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised(which notice shall be delivered no earlier than fifteen (15) days prior to, and no later than the fifth (ii5th) during the term of this Agreementday subsequent to, the Cure Right shall not date the applicable financial statements are required to be exercised more than five timesdelivered for the applicable fiscal quarter hereunder), (iii) for purposes of this Section 11.12, which exercise if fully consummated would be sufficient in accordance with the Cure Amount shall not exceed the aggregate amount necessary terms hereof to cause the Borrower to be in compliance with the Financial Performance Covenant for financial covenants as of the relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the date that is the earlier of: (x) the tenth (10th) Business Day subsequent to the date the applicable periodfinancial statements are required to be delivered and (y) the date, and any amounts if any, on which the Borrower notifies the Administrative Agent in excess thereof writing that such Cure Right shall not be deemed exercised (such period referred to herein as the “Financial Covenant Standstill Period”), then neither Administrative Agent nor any Lender shall exercise any remedies set forth in Section 8, exercise any rights with respect to the Collateral or exercise any other remedies available to such parties under the Loan Documents or otherwise during such period; provided that (A) there shall be no limitation upon the ability of Administrative Agent or the Lenders to exercise remedies if a Cure AmountDefault or Event of Default other than one arising by reason of the breach of the financial covenants has occurred and is continuing during the Financial Covenant Standstill Period and (B) during the Financial Covenant Standstill Period, and this Section 11.12 may the Borrower shall not be relied on for purposes permitted to borrow Loans hereunder or otherwise take actions hereunder that may only be taken when no Default or Event of calculating any financial ratios or tests other than as applicable Default then exists. Notwithstanding anything herein to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based termscontrary, in no event shall the Applicable Amount and any other available basket hereunder) and (iv) Borrower be permitted to exercise of the Cure Right and receipt of the Cure Amount shall not result hereunder (x) more than two (2) times in any reduction four consecutive fiscal quarters, (y) in Indebtedness for purposes any two (2) consecutive fiscal quarters, or (z) more than four (4) times in the aggregate during the term of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunderthis Agreement.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with the Financial Performance Covenant with respect to a Test Period, after the completion of the last fiscal quarter covenants contained in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is required to be delivered pursuant to Section 9.1(d10.02(b) through (f) (such period commencing covenants for such applicable periods being the “Specified Financial Covenants”), Borrower shall have the right within 90 (ninety) days after the Test Period and prior to the end of such ten Business Day period, the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure PeriodRight”), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a or (ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectivelyCure Right, the “Cure Right”), and upon in an amount equal to (x) two (2) multiplied by (y) the receipt by the Borrower of such cash common equity Minimum Required Revenue less Borrower’s annual Revenue (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 upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Performance Covenant Covenants and the Specified Financial Covenants shall be recalculated giving effect to for all purposes under the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) ifLoan Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Borrower shall then be in compliance with the requirements of the Specified Financial Performance CovenantCovenants, the Borrower shall be deemed to have satisfied the requirements of the Specified Financial Performance Covenant Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Specified Financial Performance Covenant Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes under the Loan Documents. Upon the Lenders’ receipt of this Agreementa notice from Borrower that it intends to exercise the Cure Right with respect to Section 10.02(b) through (f) (the “Notice of Intent to Cure”), then, so long as no other Event of Default then exists, until the 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, neither the Control Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither the Control Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 10.02(b) through (f) in respect of such calendar year; provided that (x) if Borrower fails to raise the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right Amount prior to the issuance 90th day subsequent to the calendar year to which such Notice of Intent to Cure relates, the applicable breach of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this AgreementSpecified Financial Covenants, the Cure Right related Default and Event of Default, shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than have occurred as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right day following the last day of such calendar year and receipt the Post-Default Rate shall be deemed to have been implemented as of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereundersuch date.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with the Financial Performance Covenant with respect to a Test Period, after the completion of the last fiscal quarter covenants contained in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is required to be delivered pursuant to Section 9.1(d10.02(a) through (e) (such period commencing after covenants for such applicable periods being the Test Period and prior to “Specified Financial Covenants”), Borrower shall have the right within 90 (ninety) days of the end of such ten Business Day period, the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure PeriodRight”), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a or (ii) to borrow Permitted Subordinated Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectivelyCure Right, the “Cure Right”), and upon in an amount equal to (x) two (2) multiplied by (y) the receipt by the Borrower of such cash common equity Minimum Required Revenue less Borrower’s annual Revenue (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 upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the Specified Financial Performance Covenant Covenants and the Specified Financial Covenants shall be recalculated giving effect to for all purposes under the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) ifLoan Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Borrower shall then be in compliance with the requirements of the Specified Financial Performance CovenantCovenants, the Borrower shall be deemed to have satisfied the requirements of the Specified Financial Performance Covenant Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Specified Financial Performance Covenant Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes of this Agreement; provided that (x) under the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure PeriodLoan Documents. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with the Financial Performance Covenant with respect to a Test Period, after the completion of the last fiscal quarter covenants contained in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is required to be delivered pursuant to Section 9.1(d10.02(b) through (f) (such period commencing after covenants for such applicable periods being the Test Period and prior to “Specified Financial Covenants”), Borrower shall have the right within 90 (ninety) days of the end of such ten Business Day period, the respective calendar year: (i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure PeriodRight”), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a or (ii) to borrow Permitted Subordinated Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectivelyCure Right, the “Cure Right”), in an amount equal to (x) two (2) multiplied by (y) the Minimum Required Revenue less Borrower’s annual Revenue (the “Primary Cure Amount”); provided however that, if Borrower completes an equity financing that raises at least $5,000,000 in net cash proceeds on or before sixty (60) days after the Closing Date (including within 30 days prior to the Closing Date), Borrower shall instead be able, at its option, exercise its Cure Right in an amount equal to the Minimum Required Revenue less Borrower’s annual Revenue (the “Secondary Cure Amount” and, collectively with the Primary Cure Amount, 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 upon the receipt by the Borrower of the Cure Amount pursuant to the exercise of such cash common equity (Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for purposes of the “Cure Amount”) Specified CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Financial Covenants and the Specified Financial Performance Covenant Covenants shall be recalculated giving effect to for all purposes under the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) ifLoan Documents. If, after giving effect to the foregoing recalculationsrecalculation, the Borrower shall then be in compliance with the requirements of the Specified Financial Performance CovenantCovenants, the Borrower shall be deemed to have satisfied the requirements of the Specified Financial Performance Covenant Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Specified Financial Performance Covenant Covenants that had occurred occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes of this Agreement; provided that (x) under the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure PeriodLoan Documents. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 1110.1, in the event that the Borrower fails Loan Parties fail to comply with the covenant contained in Section 9.3 (the “Financial Performance Covenant Covenant”) with respect to a Test Periodany fiscal quarter, after the completion end of the last such fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th 15 Business Day Days subsequent to the date on which financial statements with respect to the certificate calculating the fiscal quarter for which Financial Performance Covenant with respect to such Test Period is being measured are required to be delivered pursuant to Section 9.1(d9.1.1(a) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”b), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes any Specified Holder shall have the right to make a Permitted Specified Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent Contribution to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower of from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b)) and notice from the Administrative Borrower to Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:adjustments (but without regard to any pro forma or actual reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of the Administrative Borrower and its Restricted Subsidiaries (including for purposes of determining the amount of Consolidated Total Debt), provided that, to the extent any portion of the Cure Amount is actually used to repay Indebtedness, such repayment and the effects thereof shall be regarded for all purposes of this Agreement in any quarter following the quarter in which such Cure Right was exercised): (i) Consolidated EBITDA shall be increased, solely for purposes the purpose of measuring the Financial Performance Covenant for such Test Period (and determining the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter existence of an Event of Default set forth in Section 10.1 resulting from a breach of the Initial Test Period Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount for such fiscal quarter and any four fiscal quarter period that contains such fiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the any applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 1110.1, in the event that the Borrower fails Loan Parties fail to comply with the covenant contained in Section 9.3 (the “Financial Performance Covenant Covenant”) with respect to a Test Periodany fiscal quarter, after the completion end of the last such fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th 15 Business Day Days subsequent to the date on which financial statements with respect to the certificate calculating the fiscal quarter for which Financial Performance Covenant with respect to such Test Period is being measured are required to be delivered pursuant to Section 9.1(d9.1.1(a) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”b), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes any Specified Holder shall have the right to make a Permitted Specified Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent Contribution to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower of from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b)) and notice from the Administrative Borrower to Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:adjustments (but without regard to any pro forma or actual reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of the Administrative Borrower and its Restricted Subsidiaries (including for purposes of determining the amount of Consolidated Total Debt), provided that, to the extent any portion of the Cure Amount is actually used to repay Indebtedness, such repayment and the effects thereof shall be regarded for all purposes of this Agreement in any quarter following the quarter in which such Cure Right was exercised): (i) Consolidated EBITDA shall be increased, solely for purposes the purpose of measuring the Financial Performance Covenant for such Test Period (and determining the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter existence of an Event of Default set forth in Section 10.1 resulting from a breach of the Initial Test Period Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount for such fiscal quarter and any four fiscal quarter period that contains such fiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the any applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term Cure Amount shall be no greater than 100% of this Agreementthe amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than five times, (iii) for purposes times during the term of this Section 11.12, Agreement and (iv) no Specified Equity Contribution nor the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess proceeds thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests (other than as applicable to compliance the Financial Performance Covenant for purposes of increasing Consolidated EBITDA as provided in clause (a) above) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA to the extent provided in clause (a) above. Neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolver Commitments and none of Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 10.1, the other Loan Documents or Applicable Law prior to the 15th Business Day after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b) solely on the basis of an Event of Default having occurred and being continuing due to a breach of the Financial Performance Covenant (except to the extent that the Administrative Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution). For the avoidance of doubt, from the time that the Loan Parties fail to comply with the Financial Performance Covenant (including for purposes until the time of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and the receipt by the Administrative Borrower of the Cure Amount Amount, the Borrowers shall not result in be able to borrow any reduction in Indebtedness for purposes Loans hereunder or request the issuance, extension or renewal of calculating compliance with the Financial Performance Covenant or any other financial ratio test Letter of Credit hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11foregoing, in the event that the Borrower fails to comply with the Financial Performance Covenant with respect to a Test Periodrequirements of Section 6.1 or Section 6.2 for any Fiscal Quarter, after the completion of the last fiscal quarter in the Test Period to which such Financial Performance Covenant applies then until the expiration of the 10th Business Day tenth (10th) day subsequent to the date the certificate Compliance Certificate calculating the Financial Performance Covenant with respect to compliance for such Test Period Fiscal Quarter is required to be delivered pursuant to Section 9.1(d) 5.1(c), the Borrower shall have the right to cure such failure (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure PeriodRight”)) by (a) (i) in the event of a failure to comply with the requirements of Section 6.1, Parent may engage making a prepayment of the Loans in accordance with Section 2.10 in an amount necessary to reduce Consolidated Total Debt (which prepayment shall be deemed to have occurred on the last day of such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.1 as of the last day of such Fiscal Quarter, and (ii) in the event of a failure to comply with the requirements of Section 6.2, (x) making a prepayment of the Loans in accordance with Section 2.10 in an amount necessary to increase Current Assets by increasing the unused amount of the Aggregate Commitments (which prepayment shall be deemed to have occurred on the last day of such Fiscal Quarter) so that the Borrower will be in compliance with Section 6.2 as of the last day of such Fiscal Quarter, (y) obtaining cash proceeds from an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for of the Borrower to increase Current Assets by increasing the amount of cash (or a capital contribution in and cash to the Parent) and contribute such amount to the common equity capital equivalents of the Borrower (including through a capital contribution which receipt of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash common equity (the “Cure Amount”) the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied occurred on the requirements last day of such Fiscal Quarter), or (z) exercising any combination of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement; provided that foregoing clauses (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. and (b) on the day the Borrower exercise the Cure Right, certifying to Administrative Agent and the Lenders in writing that the Cure Right has been exercised and providing an updated Compliance Certificate recalculating compliance with the covenants in Section 6.1 and Section 6.2 for which the Cure Right was exercised. Notwithstanding anything herein to the contrary, (iA) there shall not be two consecutive Fiscal Quarters in which the Cure Right is exercised, (B) in each four consecutive fiscal quarter four-Fiscal Quarter period of the Borrower there shall be at least two fiscal quarters Fiscal Quarters in which the Cure Right is not exercised, and (iiC) the Cure Right may not be exercised in more than four Fiscal Quarters during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 1111.1, in the event that the Borrower fails Loan Parties fail to comply with either of the covenants contained in Section 10.3 (the “Financial Performance Covenant Covenants”) with respect to a Test Periodany calendar month, after the completion end of the last fiscal quarter in the Test Period to which such Financial Performance Covenant applies calendar month until the expiration of the 10th 15 Business Day Days subsequent to the date the certificate calculating the Financial Performance Covenant on which financial statements with respect to such Test Period is the calendar month for which Financial Performance Covenants are being measured are required to be delivered pursuant to Section 9.1(d10.1.1(a) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”b), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes any Specified Holder shall have the right to make a Permitted Specified Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent Contribution to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower of from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days after the date on which financial statements with respect to the calendar month for which the Financial Performance Covenant Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)) and notice from the Administrative Borrower to the Agent as to the calendar month with respect to which such Cure Amount is made, then the Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments:adjustments (but without regard to any reduction in Indebtedness in such calendar month made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of the Administrative Borrower and its Restricted Subsidiaries (including for purposes of determining the amount of Consolidated Total Debt)): (i) Consolidated EBITDA shall be increased, solely for purposes the purpose of measuring the Financial Performance Covenant for such Test Period (Covenants and determining the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter existence of an Event of Default set forth in Section 11.1 resulting from a breach of the Initial Test Period Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount for such calendar month and any twelve consecutive month period that contains such calendar month; and (ii) if, after giving effect to the foregoing recalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the Financial Performance CovenantCovenants, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the any applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 1111.1, in the event that the Borrower fails Loan Parties fail to comply with either of the covenants contained in Section 10.3 (the “Financial Performance Covenant Covenants”) with respect to a Test Periodany fiscal quarter, after the completion end of the last such fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th 15 Business Day Days subsequent to the date the certificate calculating the Financial Performance Covenant on which financial statements with respect to such Test Period is the fiscal quarter for which Financial Performance Covenants are being measured are required to be delivered pursuant to Section 9.1(d10.1.1(a) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”b)(i), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes any Specified Holder shall have the right to make a Permitted Specified Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent Contribution to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower of from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)(i)) and notice from the Administrative Borrower to Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments: adjustments (i) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for but without regard to any reduction in Indebtedness in such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for made with all or any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise portion of such Cure Right prior to the issuance Amount or any portion of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed on the aggregate amount necessary to cause balance sheet of the Administrative Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant its Restricted Subsidiaries (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise amount of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.Consolidated Total Debt)):

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 119.1, in the event that the Borrower fails Credit Parties fail to comply with the covenant contained in Section 7.12 (the “Financial Performance Covenant Covenant”) with respect to a Test Periodany Fiscal Quarter, after the completion end of the last fiscal quarter in the Test Period to which such Financial Performance Covenant applies Fiscal Quarter until the expiration of the 10th Business Day day subsequent to the date on which financial statements with respect to the certificate calculating the Fiscal Quarter for which Financial Performance Covenant with respect to such Test Period is being measured are required to be delivered pursuant to Section 9.1(d5.1(b) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”c), one or more investors shall have the right to make a Specified Equity Contribution to Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Parent Borrower of such cash common equity (the “Cure Amount”) pursuant to the exercise by one or more investors of such Cure Right (and so long as such Cure Amount is actually received by Parent Borrower no later than 10 days after the date on which financial statements with respect to the Fiscal Quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.1(b), and (c) upon notice from Parent Borrower to Agent as to the Fiscal Quarter with respect to which such Cure Amount is made), then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:adjustments (but without regard to any reduction in Indebtedness made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of Parent Borrower and its Restricted Subsidiaries): (i) Consolidated EBITDA shall be increased, solely for purposes the purpose of measuring the Financial Performance Covenant for such Test Period (and determining the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter existence of an Event of Default set forth in Section 9.1 resulting from a breach of the Initial Test Period Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount for such Fiscal Quarter and any four Fiscal Quarter period that contains such Fiscal Quarter; and (ii) if, after giving effect to the foregoing recalculations, the Borrower Credit Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Credit Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable no breach or default of the Financial Performance Covenant that had shall have been deemed to have occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) . Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter Fiscal Quarter period of the Borrower there shall be at least two fiscal quarters Fiscal Quarters in which the Cure Right is not exercised, (ii) during the term Cure Amount shall be no greater than 100% of this Agreementthe amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than five times, (iii) for purposes four times during the term of this Section 11.12, Agreement and (iv) no Specified Equity Contribution nor the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess proceeds thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests (other than as applicable to compliance the Financial Performance Covenant for purposes of increasing EBITDA as provided in clause (a) of this Section 9.4) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the EBITDA to the extent provided in clause (a) of this Section 9.4. DuringFrom the period, Borrowers elect todate upon which the Credit Parties fail to comply with the Financial Performance Covenant (including for purposes until the date of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and rightRight (including receipt by the Parent Borrower of the Cure Amount Amount), no Lender shall not result in be under noany obligation to make any reduction in Indebtedness for purposes Loans or advances hereunder and no L/C Issuer shall be obligated to issue any Letter of calculating compliance with the Financial Performance Covenant or any other financial ratio test Credit hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 1111.1, in the event that the Borrower fails Loan Parties fail to comply with either of the covenants contained in Section 10.3 (the “Financial Performance Covenant Covenants”) with respect to a Test Periodany fiscal quarter, after the completion end of the last such fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th 15 Business Day Days subsequent to the date the certificate calculating the Financial Performance Covenant on which financial statements with respect to such Test Period is the fiscal quarter for which Financial Performance Covenants are being measured are required to be delivered pursuant to Section 9.1(d10.1.1(a) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”b), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes any Specified Holder shall have the right to make a Permitted Specified Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent Contribution to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower of from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)) and notice from the Administrative Borrower to the Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments:adjustments (but without regard to any reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of the Administrative Borrower and its Restricted Subsidiaries (including for purposes of determining the amount of Consolidated Total Debt)): (i) Consolidated EBITDA shall be increased, solely for purposes the purpose of measuring the Financial Performance Covenant for such Test Period (Covenants and determining the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter existence of an Event of Default set forth in Section 11.1 resulting from a breach of the Initial Test Period Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount for such fiscal quarter and any four fiscal quarter period that contains such fiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the Financial Performance CovenantCovenants, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the any applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 116.01, in the event that the Borrower Company fails to comply with the Financial Performance Covenant with respect requirements of any financial covenant set forth in Section 5.07, the Company shall have the right (the “Cure Right”) to arrange for a Test Periodcash equity contribution by Parent or any other Permitted Holder (the “Specified Equity Contribution”) in the form of Qualified Capital Stock (or if not Qualified Capital Stock, in a form reasonably acceptable to the Administrative Agent) issued by the Company to Parent or such Permitted Holder, the proceeds of which shall be contributed to the equity capital of the Company on or prior to the day that is fifteen (15) Business Days after the completion of the last fiscal quarter in the Test Period to date on which such Financial Performance Covenant applies until the expiration of the 10th Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is financial statements are required to be delivered pursuant to Section 9.1(d5.01(a) or 5.01(b) for any fiscal quarter (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash . The Company shall give written notice (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure RightNotice”) to the Administrative Agent of its exercise of the Cure Right no later than the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or 5.01(b), and upon such exercise, the receipt by proceeds of the Borrower of such cash common equity (the “Cure Amount”) the Financial Performance Covenant Specified Equity Contribution shall be recalculated giving effect to included in the following pro forma adjustments: (i) calculation of Consolidated EBITDA shall be increased, solely Total Capitalization and/or Adjusted Consolidated Net Worth for the purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in determining compliance with the requirements covenants in Section 5.07 at the end of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, fiscal quarter and the applicable breach or default of the Financial Performance Covenant any subsequent periods that had occurred shall be deemed cured for purposes of this Agreementinclude such fiscal quarter; provided that (xa) the Borrower there shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and be no more than two (y2) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) quarters in each four (4) consecutive fiscal quarter period in respect of the Borrower there which a Specified Equity Contribution is made, (b) no more than five (5) Specified Equity Contributions shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) made during the term of this Agreement, (c) the Cure Right amount of any Specified Equity Contribution shall not be exercised no more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary required to cause the Borrower Company to be in compliance with the Financial Performance Covenant for any applicable periodcovenants in Section 5.07 on a pro forma basis, and any amounts in excess thereof (d) all Specified Equity Contributions shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on disregarded for purposes of calculating any financial ratios or tests ratio determination under this Agreement other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, compliance with the Applicable Amount and any other available basket hereunder) covenants in Section 5.07 and (ive) exercise to the extent the Specified Equity Contribution is applied to prepay Debt, there shall be no reduction in Debt with the proceeds of such Specified Equity Contribution for determining compliance with the covenants in Section 5.07 for the fiscal quarter for which such Specified Equity Contribution was made. (b) Upon delivery by the Company to the Administrative Agent of a Cure Notice prior to the last day of the Cure Right and receipt Period, (i) any applicable Event of Default with respect to the covenants in Section 5.07 shall be deemed retroactively not to have occurred until the expiration of the Cure Amount Period and (ii) neither the Administrative Agent nor any Bank shall not result in exercise any reduction in Indebtedness for purposes rights or remedies under this Agreement (or any rights and remedies under any other Credit Document that are available during the continuance of calculating compliance an Event of Default) on the basis of any failure to comply with the Financial Performance Covenant or any other financial ratio test hereundercovenants in Section 5.07 until the expiration of the Cure Period.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails If an Event of Default arises under Subparagraph 6.01(k) from Borrower’s failure to comply with the Financial Performance Covenant with respect to a Test Period, after the completion Paragraph 5.03 of the last fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is required to be delivered pursuant to Section 9.1(d) this Agreement (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure PeriodFinancial Covenants”), Parent may engage in an issuance then within ten (10) Business Days after the earlier of Capital Stock or other Qualified Capital Stock (A) Borrower becoming aware that constitutes a Permitted Equity Issuance for cash such Event of Default exists and (or a capital contribution in cash to B) the Parent) and contribute such amount to the common equity capital Agent notifying Borrower of the occurrence of such Event of Default, Par Petroleum or its Affiliates may make cash capital contributions to Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, collectively the “Cure Right”), and upon the receipt by the Borrower of such cash common equity (the “Specified Equity Contribution” and the amount of such Specified Equity Contribution, the “Cure Amount”) pursuant to the exercise by Par Petroleum or its Affiliates of such Cure Right, Borrower shall immediately use the Cure Amount to repay any outstanding Term Loans. The Cure Amount must be in an amount sufficient to satisfy all covenants prescribed in Paragraph 5.03 for the period being measured, and is to be the greater of the following: (i) for any default of the Leverage Ratio, the Cure Amount shall be sufficient to reduce the Funded Debt component of the Leverage Ratio to a level sufficient to satisfy the Maximum Leverage Ratio as required pursuant to Subparagraph 5.03(a); (ii) for any default of the Fixed Charge Coverage Ratio, the Cure Amount shall be the amount of principal reduction required to satisfy the Minimum Fixed Charge Coverage Ratio as prescribed in Subparagraph 5.03(b) times the years remaining in a twelve (12) year amortization period of the Term Loan commencing on the Closing Date. Thereafter, the regularly scheduled quarterly principal payments on the Term Loan pursuant to Subparagraph 2.03(g) will be reduced by the amount equal to: (A) the amount of the Cure Amount under this clause (ii), (B) divided by the number of calendar quarters then remaining in an assumed amortization period of twelve (12) years which commenced on the Closing Date (the “Revised Principal Payment”); and (iii) for any default of the Tangible Net Worth covenant, the Cure Amount shall be the amount sufficient to reduce Total Liabilities to a level sufficient to satisfy the minimum Tangible Net Worth as required pursuant to Subparagraph 5.03(c). (b) After the payment of any Cure Amount in accordance with Subparagraph 6.02(a), the applicable Financial Performance Covenant Covenant(s) shall be recalculated giving effect to the following pro forma adjustments: relevant adjustments set forth in clauses (i) Consolidated EBITDA shall be increased), solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after and/or (iii) of Subparagraph 6.02(a). (c) After giving effect to the foregoing recalculationsrecalculations and Specified Equity Contribution, the Borrower shall then be in compliance with deliver to Agent a Compliance Certificate reflecting the requirements revised calculations of the Financial Performance CovenantCovenants for the applicable period, certifying as to the Cure Amount and the date that the specified Equity Contribution was received and then Borrower shall be deemed to have satisfied the requirements of complied with the Financial Performance Covenant Covenants as of to the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (bd) Notwithstanding anything herein The ability to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which exercise the Cure Right is not exercised, above will be limited to one (ii1) occurrence during the term of this Agreement, the Cure Right shall not be exercised more than five times, any twenty-four (iii24) for purposes of this Section 11.12, month period. (e) If the Cure Amount shall not exceed the aggregate amount necessary is received to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be satisfy a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based termsFixed Charge Coverage Ratio Default, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount Revised Principal Payment shall not result in any reduction in Indebtedness be used for purposes of calculating future covenant compliance with the Financial Performance Covenant or any other financial ratio test hereunderpurposes.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 1110.1, in the event that the Borrower fails Loan Parties fail to comply with the covenant contained in Section 9.3 (the “Financial Performance Covenant Covenant”) with respect to a Test Periodany fiscal quarter, after the completion end of the last such fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th 15 Business Day Days subsequent to the date on which financial statements with respect to the certificate calculating the fiscal quarter for which Financial Performance Covenant with respect to such Test Period is being measured are required to be delivered pursuant to Section 9.1(d9.1.1(a) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”b), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes any Specified Holder shall have the right to make a Permitted Specified Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent Contribution to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower of from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b)) and notice from the Administrative Borrower to Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:adjustments (but without regard to any pro forma or actual reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of the Administrative Borrower and its Restricted Subsidiaries (including for purposes of determining the amount of Consolidated Total Debt), provided that, to the extent any portion of the Cure Amount is actually used to repay Indebtedness, such repayment and the effects thereof shall be regarded for all purposes of this Agreement in any quarter following the quarter in which such Cure Right was exercised): (i) Consolidated EBITDA shall be increased, solely for purposes the purpose of measuring the Financial Performance Covenant for such Test Period (and determining the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter existence of an Event of Default set forth in Section 10.1 resulting from a breach of the Initial Test Period Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount for such fiscal quarter and any four fiscal quarter period that contains such fiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the any applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (ba) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term Cure Amount shall be no greater than 100% of this Agreementthe amount required for purposes of complying with the Financial Performance Covenant, (iii) the Cure Right shall not be exercised more than five times, (iii) for purposes times during the term of this Section 11.12, Agreement and (iv) no Specified Equity Contribution nor the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess proceeds thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests (other than as applicable to compliance the Financial Performance Covenant for purposes of increasing Consolidated EBITDA as provided in clause (a) above) or any available basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA to the extent provided in clause (a) above. Neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolver Commitments and none of Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 10.1, the other Loan Documents or Applicable Law prior to the 15th Business Day after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 9.1.1(a) or (b) solely on the basis of an Event of Default having occurred and being continuing due to a breach of the Financial Performance Covenant (except to the extent that the Administrative Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution). For the avoidance of doubt, from the time that the Loan Parties fail to comply with the Financial Performance Covenant (including for purposes until the time of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and the receipt by the Administrative Borrower of the Cure Amount Amount, the Borrowers shall not result in be able to borrow any reduction in Indebtedness for purposes Loans hereunder or request the issuance, extension or renewal of calculating compliance with the Financial Performance Covenant or any other financial ratio test Letter of Credit hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with the Financial Performance Covenant with respect to a Test Period, after the completion of the last fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is required to be delivered pursuant to Section 9.1(d) (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”), Parent ParentHoldings may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash (or a capital contribution in cash to the ParentParentHoldings) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash common equity (the “Cure Amount”) the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent ParentHoldings and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 1111.1, in the event that the Borrower fails Loan Parties fail to comply with either of the covenants contained in Section 10.3 (the “Financial Performance Covenant Covenants”) with respect to a Test Periodany fiscal quarter, after the completion end of the last such fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th 15 Business Day Days subsequent to the date the certificate calculating the Financial Performance Covenant on which financial statements with respect to such Test Period is the fiscal quarter for which Financial Performance Covenants are being measured are required to be delivered pursuant to Section 9.1(d10.1.1(a) or (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”b)(i), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes any Specified Holder shall have the right to make a Permitted Specified Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent Contribution to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”), and upon the receipt by the Administrative Borrower of from Holdings (which shall contribute such amount in cash as common equity of the Administrative Borrower) (the “Cure Amount”) pursuant to the exercise by a Specified Holder of such Cure Right (and so long as such Cure Amount is actually received by the Administrative Borrower no later than 15 Business Days after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenant Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)(i)) and notice from the Administrative Borrower to the Agent as to the fiscal quarter with respect to which such Cure Amount is made, then the Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments:adjustments (but without regard to any reduction in Indebtedness in such fiscal quarter made with all or any portion of such Cure Amount or any portion of the Cure Amount on the balance sheet of the Administrative Borrower and its Restricted Subsidiaries (including for purposes of determining the amount of Consolidated Total Debt)): (i) Consolidated EBITDA shall be increased, solely for purposes the purpose of measuring the Financial Performance Covenant for such Test Period (Covenants and determining the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter existence of an Event of Default set forth in Section 11.1 resulting from a breach of the Initial Test Period Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure AmountAmount for such fiscal quarter and any four fiscal quarter period that contains such fiscal quarter; and (ii) if, after giving effect to the foregoing recalculations, the Borrower Loan Parties shall then be in compliance with the requirements of the Financial Performance CovenantCovenants, the Borrower Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the any applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term Cure Amount shall be no greater than 100% of this Agreementthe amount required for purposes of complying with the Financial Performance Covenants, (iii) the Cure Right shall not be exercised more than five timestimes during the term of this Agreement, (iiiiv) for purposes of this Section 11.12, no Specified Equity Contribution nor the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess proceeds thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests (other than as applicable to compliance with the Financial Performance Covenant (including Covenants for purposes of determining increasing Consolidated EBITDA as provided in subclause (a) above) or any financial ratio-based termsavailable basket or thresholds under this Agreement and shall not result in any adjustment to any amounts or calculations other than the amount of the Consolidated EBITDA to the extent provided in subclause (a) above and (v) the Administrative Borrower shall use the proceeds of any Specified Equity Contribution promptly after the receipt thereof to prepay outstanding Revolver Loans (but, for the avoidance of doubt, no commitment reductions shall be required). Neither the Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolver Commitments and none of the Agent, any Lender or any other Secured Party shall exercise any right to foreclose on or take possession of the Collateral or exercise any other remedy pursuant to Section 11.1, the other Loan Documents or Applicable Amount Law prior to the 15th Business Day after the date on which financial statements with respect to the fiscal quarter for which the Financial Performance Covenants are being measured are required to be delivered pursuant to Section 10.1.1(a) or (b)(i) solely on the basis of an Event of Default having occurred and any other available basket hereunder) and being continuing due to a breach of the Financial Performance Covenants (iv) except to the extent that the Administrative Borrower has confirmed in writing that it does not intend to provide a Specified Equity Contribution). For the avoidance of doubt, from the time that the Loan Parties fail to comply with a Financial Performance Covenant until the time of the exercise of the Cure Right and the receipt by the Administrative Borrower of the Cure Amount Amount, the Borrowers shall not result in be able to borrow any reduction in Indebtedness for purposes Loans hereunder or request the issuance, extension or renewal of calculating compliance with the Financial Performance Covenant or any other financial ratio test Letter of Credit hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in In the event that the Borrower fails Borrowers fail to comply with the Financial Performance Covenant with respect to a Test Period, after the completion requirements of the last fiscal quarter financial covenants set forth in the Test Period to which such Financial Performance Covenant applies Section 10.3.1, until the expiration of the 10th fifth (5th) Business Day subsequent after the date on which financial statements are required to be delivered with respect to the applicable Fiscal Month hereunder, NCM (or its direct or indirect parent company) shall have the right to cure such default by delivering to the Agent irrevocable notice of its intent to cure no later than the date on which the certificate calculating financial statements and Compliance Certificate for such Fiscal Month are required to be delivered hereunder (the Financial Performance Covenant “Cure Notice”) and thereafter to issue Permitted Cure Equity for cash to Persons other than the Obligors or otherwise receive cash contributions to the capital of NCM Inc. (or its direct or indirect parent company) from its Persons other than the Obligors, and, in each case, to contribute any such cash to the capital of a Borrower, and apply the amount of the proceeds thereof to increase EBITDA with respect to such Test Period is required to be delivered pursuant to Section 9.1(d) applicable Fiscal Month (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”) and for each subsequent period that contains such Fiscal Month; provided that (a) such proceeds are actually received by a Borrower no later than five (5) Business Days after the date on which financial statements are required to be delivered with respect to such Fiscal Month hereunder (the “Cure Deadline”), and upon (b) such proceeds do not exceed the receipt aggregate amount necessary to cure (by the Borrower addition to EBITDA) such Event of Default under Section 10.3.1 for such cash common equity period (the “Cure Amount”), (c) the Financial Performance Covenant Cure Right shall not be recalculated giving effect to exercised more than four (4) times during the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, solely for purposes term of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and Right shall not be exercised in any two (ii2) ifconsecutive Fiscal Months during any twelve (12) consecutive Fiscal Months and (d) the Cure Amount will be applied to repay the Obligations substantially concurrently upon receipt by a Borrower thereof. If, after giving effect to the foregoing recalculationsforegoing, the Borrower shall then be Borrowers are in compliance with the requirements of the Financial Performance Covenantfinancial covenants set forth in Section 10.3.1, the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Performance Covenant such Section 10.3.1 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at on such date, and the applicable breach or default of the Financial Performance Covenant such Section 10.3.1 that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) Agreement in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of case without further action required. The parties hereby acknowledge that this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount Section 10.3.1and shall not result in any reduction adjustment to any amounts other than the amount of the EBITDA referred to in Indebtedness the immediately preceding sentence. If ▇▇▇▇▇▇▇▇ has delivered a Cure Notice, then until the earlier of the expiration of the Cure Deadline and the date on which Agent learns that NCM Inc. does not intend to issue the Permitted Cure Equity, unless necessary to prevent fraud, material impairment of the rights of Administrative Agent or Lenders or the tolling of an applicable statute of limitations the Lenders and Agent shall refrain from exercising any rights or remedies solely with respect to such Event of Default that may be cured; provided that so long as such Event of Default shall continue to exist, no credit extensions (including the borrowing of any Revolving Loan or issuance of any Letter of Credit) to the Borrowers under this Agreement shall be permitted until the Cure Right has been exercised or such Default or Event of Default has otherwise been waived. The Cure Amount shall be disregarded for all purposes of calculating compliance with the Financial Performance Covenant or any Loan Documents (including, without limitation, in determining whether the Payment Conditions are satisfied) other than the testing of the financial ratio test hereundercovenant in Section 10.3.1.

Cure Right. (a) 1. Notwithstanding anything to the contrary contained in Section 11this Agreement, in the event that the Borrower fails Borrowers fail to comply with the Financial Performance Covenant with respect to a Test Period, after the completion Section 6.2 as of the last end of any fiscal quarter in the Test Period to which such Financial Performance Covenant applies quarter, until the expiration of the 10th fifteenth (15th) Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to Compliance Certificate for such Test Period fiscal quarter is required to be delivered pursuant to Section 9.1(d) 4.1 (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure Period”), Parent may engage in an issuance of Capital Stock or Accuray shall have the right to issue equity interests (other Qualified Capital Stock that constitutes a Permitted than Disqualified Equity Issuance Interests) for cash (or a capital contribution in cash to the Parent) amount thereof, the “Cure Amount” and contribute such amount to the common equity capital of the Borrower (including through a capital contribution exercise of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectivelyright, 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 upon (iv) no Cure Amount shall exceed $5,000,000; and (v) the Cure Right must be exercised under this Agreement and the Affiliated Credit Agreement concurrently; provided further, that (x) Borrower Representative shall give Agent written notice of their intention to exercise the Cure Right prior to the eleventh (11th) Business Day subsequent to the date the Compliance Certificate for such fiscal quarter is required to be delivered (such Business Day, the “Cure Notice Deadline”) and (y) so long as Borrower Representative has given irrevocable written notice to Agent of its commitment to exercise the Cure Right prior to the Cure Notice Deadline, during the remainder of the Cure Period thereafter, neither Agent nor Lenders shall exercise remedies in connection with such failure to comply with Section 6.2 as of the end of such fiscal quarter; provided, further, that Borrowers shall not be permitted to request any Revolving Loans during the Cure Period unless and until the Cure Amount has been received by Accuray. 2. Upon the receipt by Accuray of the Borrower cash proceeds of any equity issuance referred to in Section 10.11(a), EBITDA for the fiscal quarter as to which such cash common equity Cure Right is exercised (the “Cure AmountRight Fiscal Quarter”) the Financial Performance Covenant shall be recalculated giving effect deemed to have been increased by the following pro forma adjustments: (i) Consolidated Cure 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 increased, solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; andAgreement or any other Financing Documents. (ii) if, 3. If after giving effect to the foregoing recalculations, the Borrower recalculations set forth in Section 10.11(b) Borrowers shall then be in compliance with the requirements of the Financial Performance CovenantSection 6.2, the Borrower Borrowers shall be deemed to have satisfied the requirements of the Financial Performance Covenant such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default any Event of the Financial Performance Covenant Default with respect to any such covenant that had occurred shall be deemed cured for all purposes of this Agreement; provided that (x) Agreement and the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure PeriodFinancing Documents. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) for purposes of this Section 11.12, the Cure Amount shall not exceed the aggregate amount necessary to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based terms, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount shall not result in any reduction in Indebtedness for purposes of calculating compliance with the Financial Performance Covenant or any other financial ratio test hereunder.

Cure Right. (a) Notwithstanding anything to the contrary contained in Section 11, in In the event that the Borrower fails an Event of Default arises from Borrower’s failure to comply with the Financial Performance Covenant with respect to a Test Period, after the completion Paragraph 5.03 of the last fiscal quarter in the Test Period to which such Financial Performance Covenant applies until the expiration of the 10th Business Day subsequent to the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is required to be delivered pursuant to Section 9.1(d) this Agreement (such period commencing after the Test Period and prior to the end of such ten Business Day period, the “Cure PeriodFinancial Covenants”), Parent may engage in an issuance then within ten (10) Business Days after the earlier of Capital Stock or other Qualified Capital Stock (A) Borrower becoming aware that constitutes a Permitted Equity Issuance for cash such Event of Default exists and (or a capital contribution in cash to B) the Parent) and contribute such amount to the common equity capital Agent notifying Borrower of the occurrence of such Event of Default, Holdings or its Affiliates may make cash capital contributions to Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, collectively the “Cure Right”), and upon the receipt by the Borrower of such cash common equity (the “Specified Equity Contribution” and the amount of such Specified Equity Contribution, the “Cure Amount”) pursuant to the exercise by Holdings or its Affiliates of such Cure Right, Borrower shall immediately use the Cure Amount to repay any outstanding Term Loans. The Cure Amount must be in an amount sufficient to satisfy all covenants prescribed in Paragraph 5.03 for the period being measured, and is to be the greater of the following: (i) for any default of the Leverage Ratio, the Cure Amount shall be sufficient to reduce the Funded Debt component of the Leverage Ratio to a level sufficient to satisfy the Maximum Leverage Ratio as required pursuant to Paragraph 5.03(a); and (ii) for any default of the Fixed Charge Coverage Ratio, the Cure Amount shall be the amount of principal reduction required to satisfy the Minimum Fixed Charge Coverage Ratio as prescribed in Paragraph 5.03(b) times the years remaining in the ten (10) year amortization period of the Term Loan. Thereafter, the regularly scheduled quarterly principal payments on the Term Loan pursuant to Paragraph 2.03(g) will be reduced by the amount of principal reduction required to satisfy the Minimum Fixed Charge Coverage Ratio divided by 4 (the “Revised Principal Payment”). (b) After the payment of any Cure Amount in accordance with Paragraph 6.02(a), the applicable Financial Performance Covenant Covenant(s) shall be recalculated giving effect to the following pro forma adjustments:relevant adjustments set forth in subparagraphs 6.02(a)(i) and/or (ii). (ic) Consolidated EBITDA shall be increased, solely for purposes of measuring the Financial Performance Covenant for such Test Period (the “Initial Test Period”) and applicable subsequent Test Periods which include the last fiscal quarter of the Initial Test Period and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and (ii) if, after After giving effect to the foregoing recalculationsrecalculations and Specified Equity Contribution, the Borrower shall then be in compliance with deliver to Agent a Compliance Certificate reflecting the requirements revised calculations of the Financial Performance CovenantCovenants for the applicable period, certifying as to the Cure Amount and the date that the specified Equity Contribution was received and then Borrower shall be deemed to have satisfied the requirements of complied with the Financial Performance Covenant Covenants as of to the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant Covenants that had occurred shall be deemed cured for purposes of this Agreement; provided that (x) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (bd) Notwithstanding anything herein The ability to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which exercise the Cure Right is not exercised, above will be limited to one (ii1) occurrence during the term of this Agreement, the Cure Right shall not be exercised more than five times, any twenty-four (iii24) for purposes of this Section 11.12, month period. (e) If the Cure Amount shall not exceed the aggregate amount necessary is received to cause the Borrower to be in compliance with the Financial Performance Covenant for any applicable period, and any amounts in excess thereof shall not be deemed to be satisfy a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including for purposes of determining any financial ratio-based termsFixed Charge Coverage Ratio Default, the Applicable Amount and any other available basket hereunder) and (iv) exercise of the Cure Right and receipt of the Cure Amount Revised Principal Payment shall not result in any reduction in Indebtedness be used for purposes of calculating future covenant compliance with the Financial Performance Covenant or any other financial ratio test hereunderpurposes.

Cure Right. (a) Notwithstanding anything any provision to the contrary contained set forth in Section 11Sections 6.5(a), (b), and 6.5(b(e)(i), in the event that the Borrower fails Loan Parties fail to comply with the Financial Performance Covenant with respect to a Test Periodrequirements of Sections 6.5(a), after the completion (b), or 6.5(b(e)(i) as of the last day of any fiscal quarter in the Test Period to which such Financial Performance Covenant applies quarter, until the expiration of the 10th tenth (10th) Business Day subsequent to after the date the certificate calculating the Financial Performance Covenant with respect to such Test Period is day on which financial statements are required to be delivered pursuant to Section 9.1(d) 9.8 for such fiscal quarter (such period commencing after the Test Period and prior to the end of such ten (10) Business Day period, the “Cure Period”), Parent may engage in an issuance of Capital Stock or other Qualified Capital Stock that constitutes a Permitted Equity Issuance for cash shall have the right (or a capital contribution in cash to the Parent) and contribute such amount to the common equity capital of the Borrower (including through a capital contribution of such cash proceeds by Parent to Holdings to the Parent Companies to the Borrower) (collectively, the “Cure Right”) the right to issue common Equity Interests (or other Equity Interests of the Borrower reasonably acceptable to Agent) for cash or otherwise receive direct equity contributions in cash (any such net cash proceeds of such issuance or contribution, excluding such net cash proceeds of such issuance or contribution of Disqualified Stock, a “Specified Equity Contribution”), and upon the receipt by the Borrower 50% of such cash common equity (the “Cure Amount”) the Financial Performance Covenant which Specified Equity Contribution shall be recalculated giving effect to included in the following pro forma adjustments: (i) Consolidated calculation of EBITDA shall be increased, and/or “Cash Flow less Financing & Acquisitions” solely for purposes of measuring determining compliance with the Financial Performance Covenant Fixed Charge Coverage Ratio covenant set forth in Section 6.5(a) above and, the Leverage Ratio covenant set forth in Section 6.5(b) above, and/or the minimum cash flow covenant set forth in Section 6.5(e)(i) above as of the last day of such fiscal quarter and for applicable subsequent periods which include such fiscal quarter (such 50%, together with any Declined Proceeds relating to a Specified Equity Contribution, the “Curative Equity Component”); provided that: (i) the Curative Equity Component of any such Specified Equity Contribution shall be in an aggregate amount not in excess of the amount required to cause Loan Parties to be in pro forma compliance with Sections 6.5(a), (b) and/or 6.5(b(e)(i) above for such Test Period fiscal quarter (for the “Initial Test Period”avoidance of doubt, if Loan Parties fail to comply with the requirements of both Sections 6.5(a) and applicable subsequent Test Periods which include 6.5(b) above, the last fiscal quarter Curative Equity Component of the Initial Test Period and not for any other purpose under this Agreement, by such Specified Equity Contribution shall be in an amount equal required to the Cure Amount; and (ii) if, after giving effect cause Loan Parties to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, both Sections 6.5(a) and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for purposes of this Agreement; provided that (x6.5(b) the Borrower shall have notified the Administrative Agent of the exercise of such Cure Right prior to the issuance of the relevant Capital Stock or other Qualified Capital Stock for cash or the receipt of the cash contributions by Parent and (y) such cash is actually received by the Borrower (including through capital contribution of such cash by Parent to Holdings to the Parent Companies to the Borrower) during the Cure Period. (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right is not exercisedabove), (ii) during the term of this Agreement, the Cure Right shall may not be exercised more than two (2) times in any period of four (4) consecutive fiscal quarters, or more than five times(5) times in during the Term, (iii) for purposes of this Section 11.12, the Cure Amount there shall not exceed the aggregate amount necessary to cause the Borrower to be no pro forma reduction in compliance Indebtedness with the Financial Performance Covenant for proceeds of any applicable period, and any amounts in excess thereof shall not be deemed to be a Cure Amount, and this Section 11.12 may not be relied on for purposes of calculating any financial ratios or tests other than as applicable to compliance with the Financial Performance Covenant (including Specified Equity Contribution for purposes of determining compliance with the Leverage Ratio or Fixed Charge Coverage Ratio for any financial ratio-based termsfiscal quarter in which such Specified Equity Contribution is included in the calculation of EBITDA, the Applicable Amount and any other available basket hereunder) and (iv) exercise to the extent that any Delayed Draw Term Loans are outstanding at such time, Loan Parties shall cause the net cash proceeds of Specified Equity Contributions to be remitted to Agent for application to the Cure Right and receipt of the Cure Amount shall not result Obligations in any reduction in Indebtedness for purposes of calculating compliance accordance with the Financial Performance Covenant or provisions of Section 2.22(c); provided, that, no such prepayment shall be required (x) during any other financial ratio test hereunder.“Cash Dominion Period” to the extent such proceeds are required to prepay the ABL Facility in accordance with its terms and