Common use of Equity Cure Clause in Contracts

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the financial covenant set forth in Section 9.1 as of the last day of any fiscal quarter for which such covenant is tested, any cash equity contribution to the Borrower after the last day of such fiscal quarter and on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”), (iv) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarter.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant covenants set forth in Section 9.1 this Article VI as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, any cash equity contribution to the Borrower after the last day (funded with proceeds of such fiscal quarter and common equity issued by Holdings or other equity issued by Holdings not constituting Disqualified Stock) on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (ia) the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarterFiscal Quarter, (iib) only in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective DateContribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA EBITDA, (e) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, and (vf) any Loans prepaid with the proceeds received by the Borrower from all of Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application deemed outstanding for purposes of the proceeds thereof) for determining compliance with any provision under Article IX such covenants for the period ending Fiscal Quarter being cured and the immediately succeeding Fiscal Quarter. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations, terminate the Revolving Loan Commitment or exercise any other right or remedy against the Credit Parties or any of their Subsidiaries or any of their respective properties solely on the last day basis of an Event of Default having occurred under Section 7.1(c) as a result of the Credit Parties’ failure to comply with the financial covenant referenced in such cure notice; provided until timely receipt of the Specified Equity Contribution, for all other purposes under the Credit Agreement and the other Loan Documents (including, for the avoidance of doubt, Section 2.2 hereof), an Event of Default shall be deemed to have occurred and be continuing. Upon receipt by Borrower of the Specified Equity Contribution, any applicable Cure QuarterDefault or Event of Default shall automatically be deemed to have been cured.

Equity Cure. In Notwithstanding anything to the contrary contained in Article VIII, in the event that an Event of Default arises under Section 7.11, an equity contribution (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on form of common equity or before December 8other equity having terms reasonably acceptable to the Administrative Agent), 2021 made to Holdings and (b) the Loan Parties fail to comply with the financial covenant set forth contributed in Section 9.1 cash as of the last day of any fiscal quarter for which such covenant is tested, any cash common equity contribution to the Borrower after the last day of such any fiscal quarter and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that such fiscal quarter will, at the irrevocable election written request of the Borrower, be included in the calculation of Consolidated EBITDA (for such fiscal quarter) solely for the purposes of determining compliance with the such financial covenant in Section 9.1 covenants at the end of such fiscal quarter Measurement Period and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDAcontribution, a “Specified Equity Contribution”); provided that that, (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Loan Parties to be in compliance with such the applicable financial covenants (the “Cure Amount”)on a pro forma basis, (ivii) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under this Agreement (including, to the extent applicable, calculating Consolidated EBITDA for purposes of the calculation of EBITDA for all other purposes, including calculating determining basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to Consolidated EBITDA or that include Consolidated EBITDA in the determination thereof in any respect), (iii) there shall be no more than five (5) Specified Contributions made in the aggregate after the Closing Date and no Specified Contributions made in consecutive fiscal quarters, (iv) the proceeds of any Specified Contribution shall not reduce Indebtedness on a pro forma basis (either directly through prepayment or indirectly as a result of netting Unrestricted Cash) in determining compliance with the financial covenants for the fiscal quarter in respect of which such Specified Contribution is made, and (v) the proceeds received by the Borrower from of all Specified Equity Contributions shall will be promptly used by the Borrower applied to prepay Term the Loans in accordance with the manner set forth in Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day 2.05(b)(iii); provided that, until timely receipt of the applicable Cure QuarterSpecified Contribution, an Event of Default shall be deemed to exist for all other purposes under this Agreement however, neither the Administrative Agent nor any other Lender shall exercise any right to accelerate the Loans, terminate the Commitments or exercise any right to foreclose or take possession of any Collateral or any other remedy under the Loan Documents, in each case on the basis of any actual or purported Event of Default with respect to the financial covenants set forth in Section 7.11. Upon timely receipt by the Borrowers in cash of the applicable Specified Contribution and payment of the mandatory prepayment pursuant to the terms of this Agreement, the applicable Events of Default shall be deemed waived.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant covenants set forth in Section 9.1 Sections 6.2 or 6.3 as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, any cash equity contribution to the Borrower (funded with proceeds of common equity, Qualified Preferred Equity or other equity having terms reasonably acceptable to Agent made or issued by Holdings) during or after the last day of such fiscal quarter Fiscal Quarter and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter will, at the irrevocable election of the BorrowerBorrower (which, in the case of contributions made during the applicable Fiscal Quarter, shall be made prior to the end of such Fiscal Quarter), be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (ia) the Borrower shall provide written notice to the Agent of its intent to accept a in each consecutive four Fiscal Quarter period there will be at least two Fiscal Quarters in which no Specified Equity Contribution no later than the day on which financial statements are required is made (or, with respect to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Datethereafter, deemed made), (iiib) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivc) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA and EBITDA, (vd) there shall be no more than four Specified Equity Contributions made in the aggregate after the Closing Date, (e) one hundred percent (100%) of the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay the Term Loan pro rata to all Term Lenders, (f) any Loans in accordance prepaid with Section 2.5(d) and there the proceeds of Specified Equity Contributions shall be no reduction in Consolidated Funded Indebtedness in connection deemed outstanding for purposes of determining compliance with Sections 6.2 and 6.3 for the current Fiscal Quarter and the next three (3) Fiscal Quarters thereafter and (g) the aggregate amount of all Specified Equity Contributions shall not exceed $4,000,000. If with respect to any Fiscal Quarter the Borrower has notified Agent that a Specified Equity Contribution (will be made as permitted pursuant to this Section 6.4 to cure a breach under Section 6.2 or Section 6.3 as at the application end of such Fiscal Quarter, neither Agent nor any Lender shall have any right to declare all or any portion of any one or more of the proceeds thereofCommitments of any Lender to make Loans or of the L/C Issuer to Issue Letters of Credit to be suspended or terminated, declare all or any portion of the unpaid principal amount of any outstanding Loans, interest accrued and unpaid thereon, and all amounts owing or payable hereunder or under any other Loan Document to be due and payable and/or exercise any other rights and remedies available under the Loan Documents or applicable law (including, without limitation, any right to foreclose on or take possession of Collateral) for determining compliance solely on the basis of an Event of Default having occurred and being continuing under Section 7.1 due to failure by the Credit Parties to comply with any provision under financial covenant set forth in Article IX VI unless and until the time for making such Specified Equity Contribution for such Fiscal Quarter has passed and the period ending on breach of Section 6.2 or Section 6.3 as at the last day end of the applicable Cure Quartersuch Fiscal Quarter has not been cured as provided in this Section.

Equity Cure. In At any time after delivery of the quarterly financial statements and Compliance Certificate to Agent in accordance with Section 4.1, in the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant set forth in Section 9.1 6.3 as of the last day of any fiscal calendar quarter for which such covenant is tested, any cash equity contribution to Holdings funded with proceeds of Permitted Cure Securities (any such equity contribution so included in the Borrower calculation of EBITDA as provided below in this Section 6.5, a “Specified Equity Contribution”) after the last day of such fiscal calendar quarter and on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for with respect to that fiscal calendar quarter will, at the irrevocable election of the BorrowerBorrower Representative, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant set forth in Section 9.1 6.3 at the end of such fiscal calendar quarter and any subsequent testing period that includes such fiscal calendar quarter (each, a the “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity ContributionRight”); provided that (ia) the Borrower shall provide written notice to the Agent of its Holdings’ intent to accept a Specified Equity Contribution shall be delivered by Borrower Representative no later than the day on which financial statements are required to be delivered for with respect to the applicable fiscal calendar quarter, (iib) only in each consecutive four (4) calendar quarter period there will be at least two Specified Equity Contributions may be made (2) calendar quarters in the aggregate after the Amendment No. 3 Effective Datewhich no Cure Right is exercised, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and shall be deemed to not result in an increase in cash, (ve) the Cure Right shall be exercised no more than five (5) times in the aggregate after the Closing Date, (f) the Cure Right shall not be exercised in any two (2) consecutive calendar quarters and (g) the proceeds received by the Borrower Holdings from all Specified Equity Contributions shall be promptly used by the Borrower Credit Parties to prepay Term Loans in accordance with Section 2.5(d2.1(a)(ii)(B)(v). Upon Agent’s receipt of notice from Borrower Representative of its election to exercise the Cure Right pursuant to this Section 6.5 no later than the day on which financial statements are required to be delivered for the applicable calendar quarter, then, until the day that is ten (10) days after such date, neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Term Loan Commitments and there neither Agent nor any Lender shall be no reduction in Consolidated Funded Indebtedness in connection with exercise any Specified Equity Contribution (right to foreclose on or the application take possession of the proceeds thereof) for determining compliance with any provision Collateral solely on the basis of an Event of Default having occurred and being continuing under Article IX for Sections 6.3 in respect of the period ending on the last day of the applicable Cure Quartersuch calendar quarter.

Equity Cure. In At any time after delivery of the quarterly financial statements and Compliance Certificate to Agent in accordance with Section 4.1, in the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant set forth in Section 9.1 6.3 as of the last day of any fiscal calendar quarter for which such covenant is tested, any cash equity contribution to Holdings funded with proceeds of Permitted Cure Securities (any such equity contribution so included in the Borrower calculation of EBITDA as provided below in this Section 6.5, a “Specified Equity Contribution”) after the last day of such fiscal calendar quarter and on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for with respect to that fiscal calendar quarter will, at the irrevocable election of the BorrowerBorrower Representative, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant set forth in Section 9.1 6.3 at the end of such fiscal calendar quarter and any subsequent testing period that includes such fiscal calendar quarter (each, a the “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity ContributionRight”); provided that (ia) the Borrower shall provide written notice to the Agent of its Holdings’ intent to accept a Specified Equity Contribution shall be delivered by Borrower Representative no later than the day on which financial statements are required to be delivered for with respect to the applicable fiscal calendar quarter, (iib) only in each consecutive four (4) calendar quarter period there will be at least two Specified Equity Contributions may be made (2) calendar quarters in the aggregate after the Amendment No. 3 Effective Datewhich no Cure Right is exercised, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and shall be deemed to not result in an increase in cash, (ve) the Cure Right shall be exercised no more than five (5) times in the aggregate after the Closing Date, (f) the Cure Right shall not be exercised in any two (2) consecutive calendar quarters and (g) the proceeds received by the Borrower Holdings from all Specified Equity Contributions shall be promptly used by the Borrower Credit Parties to prepay Term Loans in accordance with Section 2.5(d2.1(a)(ii)(B)(v) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereofAffiliated Credit Agreement. Upon Agent’s receipt of notice from Borrower Representative of its election to exercise the Cure Right pursuant to this Section 6.5 no later than the day on which financial statements are required to be delivered for the applicable calendar quarter, then, until the day that is ten (10) for determining compliance with days after such date, neither Agent nor any provision Lender shall exercise the right to accelerate the Loans or terminate the Revolving Loan Commitments and neither 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 Article IX for Sections 6.3 in respect of the period ending on the last day of the applicable Cure Quartersuch calendar quarter.

Equity Cure. (i) In the event the Loan Parties would otherwise default in any payment of principal, interest, fees or other amount payable under this Agreement or any other Loan Document (each, a “Payment Default Amount”) when the same shall be due and payable, any cash equity contribution to Borrower (funded with a capital contribution to Parent or proceeds of Capital Stock issued by Parent having terms acceptable to the Agent in the Agent’s Discretion and in any case, not constituting Disqualified Capital Stock) on or prior to the due date for such payment will, at the irrevocable election of the Parent, be permitted solely for the purposes of making such payment (any such equity contribution, a “Payment Default Equity Contribution”), provided, that (aA) notice of Parent’s irrevocable election to make a Payment Default Equity Contribution shall be delivered to Agent no later than the day on which such Payment Default Equity Contribution is made, (B) the “Second Draw” (as defined in amount of any Payment Default Equity Contribution will be no greater than the Corre Debt Term Sheet) occurs on or before December 8applicable Payment Default Amount, 2021 and (bC) the gross proceeds of each Payment Default Equity Contribution shall be paid to the Agent to be applied to the applicable Payment Default Amount. (ii) In the event the Loan Parties fail to comply with the financial covenant covenants set forth in Section 9.1 6.18(b), (c) or (d) as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, as applicable, any cash equity contribution to Borrower (funded with a capital contribution to Parent or proceeds of Capital Stock issued by Parent having terms acceptable to the Borrower Agent in the Agent’s Discretion and in any case, not constituting Disqualified Capital Stock) after the last day of such fiscal quarter Fiscal Quarter, and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter, will, at the irrevocable election of the BorrowerParent, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter Fiscal Quarter, and any for not more than three (3) subsequent testing period periods that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Covenant Default Equity Contribution”; each Payment Default Equity Contribution and Covenant Default Equity Contribution is referred to herein as a “Specified Equity Contribution”); provided provided, that (iA) the Borrower shall provide written notice of Parent’s irrevocable election to the Agent of its intent to accept make a Specified Covenant Default Equity Contribution shall be delivered to Agent no later than the day on which financial statements are required to be delivered for the applicable fiscal quarterFiscal Quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iiiB) the amount of any Specified Covenant Default Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivC) all Specified Covenant Default Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA EBITDA, (E) the gross proceeds of all Covenant Default Equity Contributions shall be paid to the Agent to be applied as a mandatory prepayment (including the Make-Whole Amount or Prepayment Premium applicable thereto) of the Term Loan and applied under Section 2.05 hereof when funded and (vF) the amount of the Term Loan prepaid with the proceeds received by of Covenant Default Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Borrower from all current Fiscal Quarter and the next three Fiscal Quarters thereafter. (iii) Notwithstanding anything to the contrary herein, Specified Equity Contributions shall not be promptly used by made (A) more than twice during the Borrower to prepay Term Loans term of this Agreement, (B) in accordance with Section 2.5(dtwo consecutive Fiscal Quarters, (C) and there shall be no reduction more than once during any four consecutive Fiscal Quarter period or (D) in Consolidated Funded Indebtedness any single Fiscal Quarter in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarteran amount greater than $2,000,000.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the financial covenant covenants set forth in Section 9.1 7.11(a) or (b) as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution to the Borrower after the last day Borrowers (funded with proceeds of such fiscal quarter and common equity issued by Holdings or a parent entity thereof or other equity issued by Holdings or a parent entity thereof) on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the BorrowerBorrowers, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial such covenant in Section 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower shall provide written notice to the Agent of its Borrowers’ intent to accept make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (iib) only in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective DateContribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA Consolidated EBITDA, (e) there shall be no more than four (4) Specified Equity Contributions made in the aggregate after the Restatement Date, (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the next three (3) fiscal quarters, and (vg) the proceeds received by the Borrower Borrowers from all each Specified Equity Contributions shall Contribution will be promptly used by the Borrower Borrowers to prepay the Term Loans Loans. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations, terminate the Revolving Credit Commitment or exercise any other right or remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely on the basis of an Event of Default having occurred under Section 8.01(b) as a result of the Loan Parties’ failure to comply with the financial covenants referenced in accordance with such cure notice; provided that for purposes of determining the satisfaction of the conditions precedent to a borrowing under the Revolving Credit Commitments pursuant to Section 2.5(d) and there 4.02, a Default shall be no reduction in Consolidated Funded Indebtedness in connection with any deemed to exist. Upon receipt by Borrowers of the Specified Equity Contribution (Contribution, any applicable Default or the application Event of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure QuarterDefault shall be deemed to have been cured.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail Borrower fails to comply with any of the financial covenant covenants set forth in this Section 9.1 6.10 as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution to the Borrower (funded with proceeds of, or contributions made in respect of, equity (other than Disqualified Capital Stock) issued by Parent or a capital contribution received by Parent or other equity issued by Parent having terms reasonably acceptable to the Administrative Agent) (the “Cure Amount”) during the last month of the applicable fiscal quarter or after the last day of such fiscal quarter and but on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter (the “Cure Expiration Date”) will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA Consolidated EBITDAR solely for the purposes of determining compliance with the financial covenant set forth in Section 9.1 6.10(a) or Section 6.10(b), as applicable, at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDAConsolidated EBITDAR, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept make a Specified Equity Contribution shall be delivered no later than ten (10) Business Days after the day on which financial statements are required to be delivered for the applicable fiscal quarter, (iib) only in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective DateContribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties Borrower to be in compliance with such the financial covenants (the “Cure Amount”covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA Consolidated EBITDAR for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA Consolidated EBITDAR, (e) there shall be no more than three (3) Specified Equity Contributions made in the aggregate after the Effective Date and (vf) any Loans prepaid with the proceeds received by the Borrower from all of Specified Equity Contributions shall be promptly used by deemed outstanding for purposes of determining compliance with the financial covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, for the current fiscal quarter and any subsequent period that includes such fiscal quarter. So long as the Borrower is entitled to prepay Term Loans in accordance with exercise an equity cure pursuant to the foregoing terms and provisions of this Section 2.5(d) and there 6.10(c), from the effective date of the Borrower’s delivery to the Administrative Agent of irrevocable written notice that the Borrower shall be no reduction in Consolidated Funded Indebtedness in connection with any cause a Specified Equity Contribution (or to be made pursuant to the application terms hereof until the earlier to occur of the proceeds thereof) for determining compliance with Cure Expiration Date and the date on which the Administrative Agent is notified that the required contribution will not be made, neither the Administrative Agent nor any provision under Article IX for Lender shall impose default interest, accelerate the period ending Obligations, terminate the Commitments or exercise any enforcement remedy against any Loan Party or any of its Subsidiaries or any of their respective properties solely on the last day basis of such Event of Default with respect to the financial covenant in Section 6.10(a) or Section 6.10(b), as applicable, in respect of which such notice was delivered; provided that until timely receipt of the applicable Cure QuarterSpecified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of this Agreement, including, without limitation, Article IV and Article VI hereof and any term or provision of any Loan Document which prohibits any action to be taken by a Loan Party or any of its Restricted Subsidiaries during the existence of an Event of Default.

Equity Cure. In Notwithstanding anything to the contrary contained in Section 8, in the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail of any Event of Default for failure to comply with Section 7.1 at the financial covenant set forth in Section 9.1 as of the last day end of any fiscal quarter for which such covenant is testedor fiscal year, any cash equity contribution to until the Borrower after expiration of the last day of such fiscal quarter and on or prior to the day that is 10 days tenth (10th) Business Day after the day on which the financial statements and Compliance Certificate are required to be delivered for that such fiscal quarter or fiscal year (the “Cure Expiration Date”), the cash proceeds from any cash equity contribution (which equity shall be either common Equity Interests or other Qualified Equity Interests) made to Parent and contributed in cash to the common Equity Interests or other Qualified Equity Interests of the Borrowers after the end of such fiscal quarter or fiscal year will, at the irrevocable election written request of the BorrowerBorrowers, be included in the calculation of Consolidated EBITDA solely for the purposes purpose of determining compliance with the financial covenant in Section 9.1 7.1 at the end of such fiscal quarter or fiscal year and any applicable subsequent testing period periods that includes include such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”, and the amount of such Specified Equity Contribution, the “Cure Amount”); provided that (ia) the Borrower shall provide written notice to the Agent in each four consecutive fiscal quarter period there will be a period of its intent to accept a at least two fiscal quarters in which no Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarteris made, (iib) only two no more than four (4) Specified Equity Contributions may be made in during the aggregate after the Amendment No. 3 Effective Dateterm of this Agreement, (iiic) the amount of any Specified Equity Contribution will shall be no greater more than the amount required to cause Parent and the Loan Parties Borrowers to be in pro forma compliance with the financial covenant set forth in Section 7.1 for such financial covenants (the “Cure Amount”)fiscal quarter, (ivd) all Consolidated EBITDA shall be increased by an amount equal to such Specified Equity Contributions will be disregarded Contribution solely for the purpose of determining compliance with the financial covenant set forth in Section 7.1 with respect to any Reference Period that includes the fiscal quarter for which such Specified Equity Contribution was made and not for any other purpose under this Agreement (including for purposes of the calculation of (x) calculating Consolidated EBITDA for all purposes under this Agreement other purposes, including calculating basket levels, pricing, than with respect to determining compliance with incurrence based Section 7.1 and (y) determining the availability or pro forma calculations amount of any covenant baskets or conditions and carve-outs, pricing or for any other items governed by reference purpose). Parent shall, on or prior to the making of any Specified Equity Contribution, give the Administrative Agent a written notice identifying the aggregate amount of such Specified Equity Contribution to be used to test compliance with Section 7.1 for such fiscal quarter. Upon the making of a Specified Equity Contribution, the financial covenant set forth in Section 7.1 shall be recalculated giving effect to the increase in Consolidated EBITDA and, if, after giving effect to such recalculation, Parent and the Borrower are in compliance with the financial covenant set forth in Section 7.1 as of the relevant date of determination, such failure to comply with Section 7.1 shall be deemed to have been cured; provided that until the making of such Specified Equity Contribution, the Event of Default arising from failure to comply with Section 7.1 shall be deemed to exist for all purposes of the Loan Documents, including, without limitation, conditions to funding (v) provided, that during such period neither Administrative Agent nor any Lender may impose default interest, accelerate the proceeds received Obligations, terminate any Revolver Commitment or exercise any enforcement remedy against the Borrower solely as a result of such failure to comply with Section 7.1), and in the event that the Specified Equity Contribution is not made by the Borrower from all Specified Equity Contributions shall Cure Expiration Date, default interest may be promptly used by charged against the Borrower to prepay Term Loans Obligations due and owing in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of Loan Documents from the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day end of the applicable Cure Quarter.fiscal quarter in which the failure to comply with Section 7.1 occurred and the Lenders shall have all rights and remedies available to them in respect of the outstanding failure to comply with Section 7.1 as provided in this Agreement and the other

Equity Cure. (a) In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the financial covenant set forth in Section 9.1 7.19 as of the last day of any fiscal quarter for which such covenant is testedapplicable Fiscal Quarter, any cash equity contribution to the Parent Borrower after (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings having terms reasonably acceptable to the last day of such fiscal quarter Administrative Agent and in any case, not constituting Disqualified Stock) on or prior to the day that is 10 days fifteen Business Days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter (such fifteen Business Day period, the “Standstill Period”) will, at the irrevocable election of the Parent Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 at Fixed Charge Coverage Ratio for the end of such fiscal quarter relevant Measurement Period and any portion of subsequent testing period that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower shall provide written notice to the Agent of its Parent Borrower’s intent to accept make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarterFiscal Quarter, (iib) only in each consecutive four Fiscal Quarter period, there shall be at least two Fiscal Quarters in which no Specified Equity Contribution is made and there shall be no more than five Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Original Closing Date, (iiic) the amount of any Specified Equity Contribution will shall be no greater than the amount required to cause the Loan Parties to be in pro forma compliance with such financial covenants (the “Cure Amount”)Fixed Charge Coverage Ratio, (ivd) all Specified Equity Contributions will shall be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA and Consolidated EBITDA, (ve) any Indebtedness prepaid with the proceeds received by the Borrower from all of Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application deemed outstanding for purposes of the proceeds thereof) for determining compliance with any provision under Article IX the Fixed Charge Coverage Ratio for the period ending on current Fiscal Quarter and the last day next three Fiscal Quarters thereafter and (f) during the Standstill Period, no Borrowing shall be permitted to be made, and no Letter of Credit may be issued, amended, extended or renewed. (b) If, after giving effect to the adjustment referred to in clause (a) above, the Borrowers shall then be in compliance with the requirements of the financial covenant set forth in Section 7.19, the Borrowers shall be deemed to have satisfied such requirements 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 Cure Quarterbreach or default of the financial covenant set forth in Section 7.19 that had occurred shall be deemed cured for the purposes of this Agreement.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail Borrower fails to comply with the financial covenant set forth in Section 9.1 Financial Covenants as of the last day of any fiscal quarter for which such covenant is testedTest Date, any cash equity contribution (or qualified preferred equity or other equity on terms reasonably satisfactory to the Administrative Agent) in the Borrower after the last day beginning of the applicable Fiscal Quarter ending on such fiscal quarter Test Date and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter the Fiscal Quarter ended on such Test Date will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 at the end Financial Covenants as of such fiscal quarter Test Date and as of any subsequent testing period Test Date that includes such fiscal quarter Fiscal Quarter for purposes of determining compliance with the Financial Covenants (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later more than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in any four consecutive Fiscal Quarter period and only three Specified Equity Contributions may be made during the aggregate after the Amendment No. 3 Effective Dateterm of this Agreement, (iiiii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties Borrower to be in compliance with such financial covenants (the “Cure Amount”)Financial Covenants, (iviii) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including the calculation of Consolidated Adjusted EBITDA for all purposes, other than the compliance with the Financial Covenants for such applicable Test Period and subsequent Test Periods that include the Fiscal Quarter ending on the applicable Test Date, and including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions levels and any other items governed by reference to EBITDA Consolidated Adjusted EBITDA, (iv) with respect to the Fiscal Quarter for which it is contributed to cure a breach of the Financial Covenants, any Specified Equity Contribution shall not reduce the outstanding Indebtedness of the Borrower for such Fiscal Quarter (it being understood and agreed that such limitation shall not apply in subsequent Fiscal Quarters if actually applied to repay Term Loans) and (v) the proceeds received Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be permitted to incur Revolving Loans or request the issuance of Letters of Credit during the ten Business Day period referred to above unless and until the Borrower from all has received the proceeds of such Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure QuarterContribution.

Equity Cure. (i) In the event the Loan Parties would otherwise default in any payment of principal, interest, fees or other amount payable under this Agreement or any other Loan Document (each, a “Payment Default Amount”) when the same shall be due and payable, any cash equity contribution to Borrower (funded with a capital contribution to Parent or proceeds of Capital Stock issued by Parent having terms acceptable to the Agent in the Agent’s Discretion and in any case, not constituting Disqualified Capital Stock) on or prior to the due date for such payment will, at the irrevocable election of the Parent, be permitted solely for the purposes of making such payment (any such equity contribution, a “Payment Default Equity Contribution”), provided, that (aA) notice of Parent’s irrevocable election to make a Payment Default Equity Contribution shall be delivered to Agent no later than the day on which such Payment Default Equity Contribution is made, (B) the “Second Draw” (as defined in amount of any Payment Default Equity Contribution will be no greater than the Corre Debt Term Sheet) occurs on or before December 8applicable Payment Default Amount, 2021 and (bC) the gross proceeds of each Payment Default Equity Contribution shall be paid to the Agent to be applied to the applicable Payment Default Amount. (ii) In the event the Loan Parties fail to comply with the financial covenant covenants set forth in Section 9.1 6.18(b), (c) or (d) as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, as applicable, any cash equity contribution to Borrower (funded with a capital contribution to Parent or proceeds of Capital Stock issued by Parent having terms acceptable to the Borrower Agent in the Agent’s Discretion and in any case, not constituting Disqualified Capital Stock) after the last day of such fiscal quarter Fiscal Quarter, and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter, will, at the irrevocable election of the BorrowerParent, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter Fiscal Quarter, and any for not more than three (3) subsequent testing period periods that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Covenant Default Equity Contribution”; each Payment Default Equity Contribution and Covenant Default Equity Contribution is referred to herein as a “Specified Equity Contribution”); provided provided, that (iA) the Borrower shall provide written notice of Parent’s irrevocable election to the Agent of its intent to accept make a Specified Covenant Default Equity Contribution shall be delivered to Agent no later than the day LEGAL02/39661241v2LEGAL02/39709302v6 on which financial statements are required to be delivered for the applicable fiscal quarterFiscal Quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iiiB) the amount of any Specified Covenant Default Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivC) all Specified Covenant Default Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA EBITDA, (E) the gross proceeds of all Covenant Default Equity Contributions shall be paid to the Agent to be applied as a mandatory prepayment (including the Make-Whole Amount or Prepayment Premium applicable thereto) of the Term Loan and applied under Section 2.05 hereof when funded and (vF) the amount of the Term Loan prepaid with the proceeds received by of Covenant Default Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Borrower from all current Fiscal Quarter and the next three Fiscal Quarters thereafter. (iii) Notwithstanding anything to the contrary herein, Specified Equity Contributions shall not be promptly used by made (A) more than twice during the Borrower to prepay Term Loans term of this Agreement, (B) in accordance with Section 2.5(dtwo consecutive Fiscal Quarters, (C) and there shall be no reduction more than once during any four consecutive Fiscal Quarter period or (D) in Consolidated Funded Indebtedness any single Fiscal Quarter in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarteran amount greater than $2,000,000.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties Borrowers fail to comply with the financial covenant set forth in Section 9.1 6.10(a) as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution to the Borrower Borrowers (funded with proceeds of common equity or other equity issued by any of the Borrowers or any of the Guarantors having terms reasonably acceptable to the Administrative Agent) after the last day of such fiscal quarter and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are the Compliance Certificate is required to be delivered for that fiscal quarter will, at the irrevocable election of the BorrowerBorrower Representative, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant set forth in Section 9.1 6.10(a) at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, ) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties Borrowers to be in compliance with such financial covenants the Debt Service Coverage Ratios (the “Cure Amount”), (ivii) all each Specified Equity Contributions Contribution will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions conditions, and any other items governed by reference to EBITDA EBITDA, (iii) there shall be no pro forma or other reduction in Indebtedness (through either the netting of cash or prepayment of the Loans or other Indebtedness) with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant set forth in Section 6.10(a) for the periods in which such Specified Equity Contribution is included in EBITDA; provided that no reduction shall apply in any event with respect to the fiscal quarter in respect of which such Specified Equity Contribution is made, (iv) no more than three (3) Specified Equity Contributions may be made during the term of this Agreement, (v) Specified Equity Contributions may not be made in consecutive fiscal quarter periods, and (vvi) the proceeds received by the Borrower Borrowers from all each Specified Equity Contributions Contribution shall be promptly used by the Borrower Representative to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any the Loans, Upon the Administrative Agent’s receipt of notice from the Borrower Representative of the Borrowers’ intent to make a Specified Equity Contribution pursuant to this Section 6.10(b) no later than the day on which the Compliance Certificate is required to be delivered for the applicable fiscal quarter, then, until the day that is ten (10) Business Days after such date, neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans and neither the Administrative Agent nor any Lender shall exercise any right to foreclose on or the application take possession of the proceeds thereofCollateral solely on the basis of an Event of Default having occurred and being continuing as a result of the Borrower’s failure to comply with the financial covenant set forth in Section 6.10(a) for determining compliance with any provision under Article IX for in respect of the period ending on the last day of the applicable Cure Quartersuch fiscal quarter.

Equity Cure. In Notwithstanding anything to the contrary in Section 7.1(a) or Section 7.1(b), in the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail Borrower fails to comply with the financial covenant set forth in Section 9.1 ARR Leverage Covenant or the EBITDA Based Leverage Covenant as of the last day of any fiscal quarter for which such covenant is testedTest Period, any cash common equity contribution to the Borrower after the last first day of such the applicable fiscal quarter and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that such fiscal quarter (the “Equity Cure Expiration Date”) and not otherwise applied will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA Recurring Revenue or Consolidated Adjusted EBITDA, as applicable, solely for the purposes of determining compliance with the financial covenant in Section 9.1 at ARR Leverage Covenant or the end EBITDA Based Leverage Covenant, as applicable, as of such fiscal quarter date and as of any subsequent testing period date that includes such fiscal quarter in the applicable Test Period for purposes of determining compliance with ARR Leverage Covenant or the EBITDA Based Leverage Covenant, as applicable (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Recurring Revenue or Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (i) if the Borrower shall provide written notice has failed to comply with ARR Leverage Covenant or the Agent EBITDA Based Leverage Covenant, as applicable, as of its intent the last day of any Test Period, no Lender will be required to accept a Specified Equity Contribution no later than fund any Loans during the ten (10) Business Day period commencing on the day on which financial statements are required to be delivered for such fiscal quarter and ending on the applicable fiscal quarterEquity Cure Expiration Date, (ii) only in each consecutive four fiscal quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is made (and no Specified Equity Contribution may be made in consecutive Fiscal Quarters), (iii) there will be no more than five Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Closing Date, (iiiiv) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties Borrower to be in compliance with such financial covenants (ARR Leverage Covenant or the “Cure Amount”)EBITDA Based Leverage Covenant, as applicable, (ivv) all Specified Equity Contributions will be disregarded for purposes of in the calculation of Recurring Revenue or Consolidated Adjusted EBITDA for all purposes (other purposesthan compliance with the ARR Leverage Covenant or the EBITDA Based Leverage Covenant, as applicable (including for subsequent fiscal quarters that include such fiscal quarter in the applicable period of four consecutive trailing fiscal quarters)), including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions levels and any other items governed by reference to EBITDA and Recurring Revenue or Consolidated Adjusted EBITDA, (vvi) the proceeds received by to the Borrower from all of any Specified Equity Contributions Contribution will not be given pro forma effect in any cash netting under any ratio, or be deemed applied to reduce any debt under any ratio, for the fiscal quarter with respect to which such Specified Equity Contribution is made (but to the extent the Borrower and the Subsidiaries have applied such cash proceeds to repay Indebtedness (including pursuant to Section 2.12(e)), then such use thereof shall be promptly used by recognized in any such subsequent fiscal quarter) and (vii) 100% of the Borrower proceeds of the Specified Equity Contribution shall be applied to prepay the Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarter2.12.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties Borrowers fail to comply with the financial covenant covenants set forth in Section 9.1 6.12 hereof as of the last day of any fiscal quarter for which such covenant is testedquarter, the proceeds of any cash equity contribution (in the form of common equity or other “qualified” equity having terms reasonably acceptable to the Administrative Agent) to any Borrower after the last day of such fiscal quarter (beginning with the first full fiscal quarter following the Fifth Amendment Effective Date) during the period beginning on the last day of each applicable fiscal quarter as of which any such failure to comply occurs and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the BorrowerBorrowers, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in covenants under Section 9.1 6.12 hereof at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and the proceeds of any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (ia) the Borrower in each four (4) fiscal quarter period, there shall provide written notice to the Agent be no more than two non-consecutive fiscal quarters in respect of its intent to accept which a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarteris made, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iiib) the amount of any Specified Equity Contribution will be no greater than shall not exceed the amount required to cause the Loan Parties Borrowers to be in pro forma compliance with such the financial covenants (the “Cure Amount”)set forth in Section 6.12 hereof as of such date, (ivc) all Specified Equity Contributions will shall be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA and EBITDA, (vd) notwithstanding any prepayment required hereunder, there shall be no pro forma reduction of Indebtedness with respect to the proceeds of any Specified Equity Contribution for the purposes of determining compliance with such financial covenants for the fiscal quarter in which such Specified Equity Contribution is made, (e) the proceeds received by the Borrower Borrowers from all each Specified Equity Contributions Contribution shall be promptly used by the Borrower Borrowers to prepay Term Loans in accordance with Section 2.5(dthe Revolving Loan and (f) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any more than three (3) Specified Equity Contribution (or Contributions made in the application of aggregate after the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure QuarterEffective Date.

Equity Cure. (a) In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties Party Obligors fail to comply with the financial covenant set forth in Section 9.1 as of the last day of any fiscal quarter for which such covenant is testedmonth, as applicable, any cash equity contribution to the a Borrower funded with a capital contribution to Holdings or proceeds of equity interests issued by Holdings after the last day of such fiscal quarter month, and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter month, will, at the irrevocable election of the BorrowerBorrower Representative, be included in the calculation of EBITDA for that month solely for the purposes of determining compliance with the financial such covenant in Section 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Covenant Default Equity Contribution”), and if in compliance with such covenant upon the making of the Covenant Default equity Contribution, no Event of Default will be deemed to exist as a result of non-compliance with such covenant; provided provided, that (i) the notice of Borrower shall provide written notice Representative’s irrevocable election to the Agent of its intent to accept make a Specified Covenant Default Equity Contribution shall be delivered to Agent no later than the day on which financial statements are required to be delivered for the applicable fiscal quartermonth, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount of any Specified Covenant Default Equity Contribution will be no greater than the amount required to cause the Loan Parties Party Obligors to be in compliance with such financial covenants (the “Cure Amount”)covenant, (iviii) all Specified Covenant Default Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference (iv) the gross proceeds of all Covenant Default Equity Contributions shall be paid to EBITDA the Agent to be applied as a mandatory prepayment applied under Section 2.6(a) hereof when funded and (v) the amount of the Term Loan prepaid with the proceeds received of Covenant Default Equity Contributions (if any) shall be deemed outstanding for purposes of determining compliance with such covenant for the current month and the next eleven (11) months thereafter. Notwithstanding the foregoing, Covenant Default Equity Contributions may not be made more than two (2) times during the term of this Agreement, in consecutive fiscal quarters or more than one (1) time during any twelve consecutive months. (b) In the event that the Excess Availability is less than the Minimum Excess Availability Amount (a “Minimum Excess Availability Deficiency”), solely as a result of the Agent’s imposition of additional Reserves or a reduction in Borrowing Base imposed by the Agent as a result of any appraisal conducted by the Agent under this Agreement, any cash equity contribution to a Borrower from funded with a capital contribution to Holdings or proceeds of equity interests issued by Holdings on or prior to the day that is ten (10) Business Days after the day on which the Agent provides notice to the Borrower Representative of the Minimum Excess Availability Deficiency, will, at the irrevocable election of the Borrower Representative, increase Excess Availability (any such equity contribution increasing Excess Availability, a “Minimum Excess Availability Equity Contribution”) as of the date on which the Minimum Excess Availability Deficiency first arose; provided, that (i) notice of Borrower Representative’s irrevocable election to make a Minimum Excess Availability Equity Contribution shall be delivered to Agent no later than the day that is two (2) Business Days after the day on which the Agent provides notice to the Borrower Representative of the Minimum Excess Availability Deficiency and (ii) the gross proceeds of all Specified Minimum Excess Availability Equity Contributions shall be promptly used by paid to the Borrower Agent to prepay Term be applied as a mandatory prepayment applied under Section 2.6(a) hereof to the Revolving Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarterwhen funded.

Equity Cure. In (a) Notwithstanding anything to the contrary contained in this Section 10 or in any Loan Document, in the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on Borrower fails, or before December 8anticipates to fail, 2021 and (b) the Loan Parties fail to comply with the financial covenant set forth in Section 9.1 as Leverage Ratio Covenant and/or the Current Ratio Covenant, then (A) until the expiration of the last tenth Business Day subsequent to the date the Compliance Certificate for calculating the Leverage Ratio Covenant and/or the Current Ratio Covenant is required to be delivered pursuant to Section 7.1(d) (such tenth Business Day, the CREDIT AGREEMENT – Page 126 “Cure Deadline”), the Borrower shall have the right to cure such failure or anticipated failure (the “Cure Right”) by receiving cash proceeds (which cash proceeds shall be received no earlier than the first day of any following the applicable fiscal quarter for which such covenant there is testeda failure to comply with the Leverage Ratio Covenant and/or the Current Ratio Covenant, as applicable) from an issuance of Equity Interests (other than Disqualified Equity Interests) for cash as a cash capital contribution (or from any other contribution of cash equity contribution to capital or issuance or sale of any other Equity Interests on terms reasonably acceptable to the Administrative Agent), and upon receipt by the Borrower after the last day of such cash proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, EBITDAX (in the case of the Leverage Ratio Covenant) and/or current assets (in the case of the Current Ratio Covenant) shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the Leverage Ratio Covenant and/or the Current Ratio Covenant, as applicable, with respect to any Test Period that includes the fiscal quarter for which the Cure Right was exercised and on or prior not for any other purpose under this Agreement, by an amount equal to the day that is 10 days Necessary Cure Amount (as defined below); (b) If, after giving effect to the day on which financial statements are required to foregoing recalculations, the Borrower shall then be delivered for that fiscal quarter will, at in compliance with the irrevocable election requirements of the BorrowerLeverage Ratio Covenant and/or the Current Ratio Covenant, as applicable, the Borrower shall be included in deemed to have satisfied the calculation requirements of EBITDA solely the Leverage Ratio Covenant and/or the Current Ratio Covenant, as applicable, 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 Leverage Ratio Covenant and/or the Current Ratio Covenant, as applicable, that had occurred (or would have occurred) shall be deemed cured for the purposes of determining compliance with the financial covenant in Section 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”)this Agreement; provided that (iA) the Borrower in each period of four (4) consecutive fiscal quarters there shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution be at least two (2) fiscal quarters in which no later than the day on which financial statements are required to be delivered for the applicable fiscal quarterCure Right is exercised, (iiB) only two Specified Equity Contributions may Cure Rights shall not be made in exercised more than five times during the aggregate after the Amendment No. 3 Effective Dateterm of this Agreement, (iiiC) the amount of any Specified Equity Contribution will each Cure Amount shall be no greater than the amount required to cause the Loan Parties Borrower to be in compliance with the Leverage Ratio Covenant and/or the Current Ratio Covenant, as applicable (such financial covenants (amount, the “Necessary Cure Amount”); provided that if the Cure Right is exercised prior to the date financial statements are required to be delivered for such fiscal quarter, then the Cure Amount shall be equal to the amount reasonably determined by the Borrower in good faith that is required for purposes of complying with the Leverage Ratio Covenant and/or the Current Ratio Covenant, as applicable, for such fiscal quarter (such amount, the “Expected Cure Amount”), (ivD) in respect of the fiscal quarter in which such Cure Right was exercised and for each Test Period that includes such fiscal quarter, all Specified Equity Contributions will Cure Amounts shall be disregarded for the purposes of any financial ratio determination under the Loan Documents other than for determining compliance with the Leverage Ratio Covenant and/or the Current Ratio Covenant, as applicable, (E) no Lender or L/C Issuer shall be required to make any Credit Extension hereunder during the ten (10) Business Day period referred to above, unless the Borrower shall have received the Cure Amount and (F) to the extent Borrower exercises the Cure Right to cure breaches of both the Leverage Ratio Covenant and the Current Ratio Covenant in the same fiscal quarter, such utilization of the Cure Right shall count as a single exercise for purposes of the calculation caps set forth above and the Cure Amount must be at least the minimum amount necessary to cure all such breaches. (c) Upon receipt by the Administrative Agent of EBITDA for all other purposeswritten notice, including calculating basket levelson or prior to the Cure Deadline, pricingthat the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, determining compliance (i) the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with incurrence based the requirements of the Leverage Ratio Covenant and/or the Current Ratio Covenant, as applicable, and no Default or pro forma calculations or conditions and any other items governed by reference Event of Default shall be deemed to EBITDA have occurred hereunder and (vii) no default interest may be imposed, in each case, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline. (d) Notwithstanding anything herein to the contrary, to the extent that the Expected Cure Amount is less than the Necessary Cure Amount, then not later than the applicable Cure Deadline, the Borrower must receive cash proceeds from issuance of Equity Interests (other than Disqualified Equity Interests) or a cash capital contribution, which cash proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by equal to the Borrower to prepay Term Loans in accordance with Section 2.5(d) shortfall between such Expected Cure Amount and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable such Necessary Cure QuarterAmount.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant covenants set forth in Section 9.1 this Article VI as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, any cash equity contribution to the Borrower after the last day (funded with proceeds of such fiscal quarter and common equity issued by Holdings or other equity issued by Holdings not constituting Disqualified Stock) on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (ia) the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarterFiscal Quarter, (iib) only in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective DateContribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such the comparable financial covenants (set forth in the “Cure Amount”)First Lien Credit Agreement, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA EBITDA, (e) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, and (vf) any Loans or any First Lien Debt prepaid with the proceeds received by the Borrower from all of Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application deemed outstanding for purposes of the proceeds thereof) for determining compliance with any provision under Article IX such covenants for the period ending Fiscal Quarter being cured and the immediately succeeding Fiscal Quarter. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations or exercise any other right or remedy against the Credit Parties or any of their Subsidiaries or any of their respective properties solely on the last day basis of an Event of Default having occurred under Section 7.1(c) as a result of the Credit Parties’ failure to comply with the financial covenant referenced in such cure notice; provided until timely receipt of the Specified Equity Contribution, for all other purposes under the Credit Agreement and the other Loan Documents (including, for the avoidance of doubt, Section 2.2 hereof), an Event of Default shall be deemed to have occurred and be continuing. Upon receipt by Borrower of the Specified Equity Contribution, any applicable Cure QuarterDefault or Event of Default shall automatically be deemed to have been cured.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant set forth in Section 9.1 7.1 as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, any cash equity contribution to Borrower (funded with the proceeds of common equity issued by the Borrower or other equity issued by the Borrower having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Stock) after the last day of such fiscal quarter Fiscal Quarter and on or prior to the day that is 10 days fifteen (15) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial such covenant in Section 9.1 7.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, ) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept a Specified Equity Contribution shall be delivered by the Borrower no later than the day on which financial statements are required to be delivered for the applicable fiscal quarterFiscal Quarter, (iib) only in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective DateContribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants covenant (the “Cure Amount”), (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and Consolidated EBITDA, (ve) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Restatement Date, and (f) there shall be no pro forma or other reduction in Consolidated Funded Total Net Indebtedness (through either netting of cash or prepayment of Indebtedness) in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision each financial covenant under Article IX VII for the periods including the Cure Quarter unless actually utilized to pay down the Term Loans; provided that there shall be no de-leveraging credit for the period ending on the last day of the Cure Quarter in respect of which the equity cure is exercised. Upon the Agent’s receipt of notice from the Borrower of its intent to make a Specified Equity Contribution pursuant to this Section 7.4 no later than the day on which financial statements are required to be delivered for the applicable Cure Fiscal Quarter, then, until the day that is fifteen (15) Business Days after such date, neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither 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 Sections 7.1 in respect of the period ending on the last day of such Fiscal Quarter; provided that in no event shall the Lenders have any obligation to fund any Loan or issue and Letter of Credit until such Specified Equity Contribution is made.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the any financial covenant set forth in this Section 9.1 5.9 as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution to the Borrower Parent (funded with proceeds of common equity issued by Parent or other equity issued by Parent and having terms reasonably acceptable to the Administrative Agent, in each case contributed by the Parent to the Borrower) after the last day of such fiscal quarter and on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept make a Specified Equity Contribution shall be irrevocable and delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (iib) only in each consecutive four fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may Contribution is made and those shall not be made in the aggregate after the Amendment No. 3 Effective Dateconsecutive fiscal quarter periods, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA and Consolidated EBITDA, (ve) there shall be no more than two (2) Specified Equity Contributions made in the aggregate after the Closing Date, (f) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans but in accordance with Section 2.5(d) and there no event shall be no reduction in Consolidated Funded Indebtedness in connection double counted for purposes of financial covenant calculation, (g) the amount of any Loans prepaid with any the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the current fiscal quarter and the next three (3) fiscal quarter thereafter and (h) the amount of each Specified Equity Contribution (or shall not exceed $5,000,000 and the application aggregate amount of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarterall Specified Equity Contributions shall not exceed $10,000,000.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the any financial covenant set forth in this Section 9.1 9.15 as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution to Holdings (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings and having terms reasonably acceptable to the Borrower Administrative Agent, in each case contributed by Holdings to the Borrower) after the last day of such fiscal quarter and on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept make a Specified Equity Contribution shall be irrevocable and delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (iib) only in each consecutive four fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may Contribution is made and those shall not be made in the aggregate after the Amendment No. 3 Effective Dateconsecutive fiscal quarter periods, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA Consolidated EBITDA, (e) there shall be no more than two (2) Specified Equity Contributions made in the aggregate after the Closing Date, (f) the amount of any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the current fiscal quarter and the next three (3) fiscal quarter thereafter and (vh) the proceeds received by amount of each Specified Equity Contribution shall not exceed $5,000,000 and the Borrower from aggregate amount of all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarternot exceed $10,000,000.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the financial covenant covenants set forth in clauses (a) and (c) of this Section 9.1 7.15 as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution to the Borrower after the last day (funded with proceeds of equity having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Securities) or any Indebtedness having terms (including subordination terms) acceptable to Agent in its sole discretion, in each case, funded during such fiscal quarter and or on or prior to the day that is 10 ten (10) days after the day on which financial statements are a compliance certificate is required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA Consolidated Adjusted EBITDA, solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution or acceptable subordinated Indebtedness so included in the calculation of Consolidated Adjusted EBITDA, a “"Specified Equity Contribution”"); provided that (ia) the Borrower shall provide written notice to the Agent of its Borrower's intent to accept receive a Specified Equity Contribution shall be delivered no later than the day on which financial statements are a compliance certificate is required to be delivered for the applicable fiscal quarter, (iib) only in each consecutive four fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective DateContribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA Consolidated Adjusted EBITDA, as applicable, for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and (ve) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction more than four (4) Specified Equity Contributions made in Consolidated Funded Indebtedness in connection with any the aggregate after the Closing Date, and (f) at the option of the Required Lenders, the proceeds of such Specified Equity Contribution will be applied to prepay the Loans (except to the extent applied to repay Indebtedness under any Working Capital Facility or Alternate Senior Credit Facility as required by the application terms thereof) and such prepayment will be disregarded in determining the Financial Covenants for the applicable fiscal quarter and each of the proceeds thereofsubsequent three (3) for determining compliance with fiscal quarters (but not any provision under Article IX for fiscal quarter thereafter) and such prepayment shall be at par and not subject to the period ending on the last day of the applicable Cure QuarterPrepayment Price.

Equity Cure. (a) In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant set forth in Section 9.1 7.1 as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, any cash equity contribution to the Borrower (funded with proceeds of common equity issued by Phreesia or other equity issued by Phreesia not constituting Disqualified Stock) after the last day of such fiscal quarter Fiscal Quarter and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter (each such date, a “Cure Deadline”) will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 7.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, ) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Cure Contribution”); provided that that: (i) notice of the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept a Specified Equity Cure Contribution shall be delivered by the Borrower no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, Fiscal Quarter; (ii) only in each consecutive four (4) Fiscal Quarter period there will be at least two Specified Equity Contributions may be made (2) Fiscal Quarters in the aggregate after the Amendment No. 3 Effective Date, which no Cure Contribution is made; (iii) the amount of any Specified Equity Cure Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants (the “Cure Amount”), covenant; (iv) all Specified Equity Cure Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including including, as applicable, calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and Consolidated EBITDA; (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction more than five (5) Cure Contributions made in Consolidated Funded Indebtedness the aggregate after the Closing Date; and (vi) the Net Equity Proceeds in connection with respect of any Specified Equity Cure Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quartershall be applied as set forth in Section 2.8(d).

Equity Cure. (a) In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant set forth in Section 9.1 7.1 as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, any cash equity contribution to the Borrower Borrowers (funded with proceeds of common equity issued by Phreesia or other equity issued by Borrowers not constituting Disqualified Stock) after the last day of such fiscal quarter Fiscal Quarter and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter (each such date, a “Cure Deadline”) will, at the irrevocable election of the BorrowerBorrower Representative, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 7.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, ) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Cure Contribution”); provided that that: (i) notice of the Borrower shall provide written notice to the Agent of its Borrowers’ intent to accept a Specified Equity Cure Contribution shall be delivered by the Borrower Representative no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, Fiscal Quarter; (ii) only in each consecutive four (4) Fiscal Quarter period there will be at least two Specified Equity Contributions may be made (2) Fiscal Quarters in the aggregate after the Amendment No. 3 Effective Date, which no Cure Contribution is made; (iii) the amount of any Specified Equity Cure Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants covenant (the “Cure Amount”), ; (iv) all Specified Equity Cure Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including including, as applicable, calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA Consolidated EBITDA; and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction more than five (5) Cure Contributions made in Consolidated Funded Indebtedness in connection with any Specified Equity the aggregate after the Closing Date. (b) Upon Agent’s receipt of notice from the Borrower Representative of its intent to make a Cure Contribution (or pursuant to this Section 7.4 no later than the application of the proceeds thereof) for determining compliance with any provision under Article IX day on which financial statements are required to be delivered for the period ending on applicable Fiscal Quarter, then, until the last day of the applicable Cure Quarter.Cure

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the financial covenant covenants set forth in Section 9.1 7.11(a) or (b) as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution to the Borrower after the last day Borrowers (funded with proceeds of such fiscal quarter and common equity issued by Holdings or a parent entity thereof or other equity issued by Holdings or a parent entity thereof) on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the BorrowerBorrowers, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial such covenant in Section 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower shall provide written notice to the Agent of its Borrowers’ intent to accept make a Specified Equity Contribution shall be delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (iib) only in each consecutive four (4) Fiscal Quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective DateContribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA Consolidated EBITDA, (e) there shall be no more than four (4) Specified Equity Contributions made in the aggregate after the Restatement Date, (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the next three (3) fiscal quarters, and (vg) the proceeds received by the Borrower Borrowers from all each Specified Equity Contributions shall Contribution will be promptly used by the Borrower Borrowers to prepay the Term Loans Loans. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations, terminate the Revolving Credit Commitment or exercise any other right or remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely on the basis of an Event of Default having occurred under Section 8.01(b) as a result of the Loan Parties’ failure to comply with the financial covenants referenced in accordance with such cure notice; provided that for purposes of determining the satisfaction of the conditions precedent to a borrowing under the Revolving Credit Commitments pursuant to Section 2.5(d) and there 4.02, a Default shall be no reduction in Consolidated Funded Indebtedness in connection with any deemed to exist. Upon receipt by Borrowers of the Specified Equity Contribution (Contribution, any applicable Default or the application Event of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure QuarterDefault shall be deemed to have been cured.

Equity Cure. In Notwithstanding anything to the contrary contained in Article VIII, in the event that an Event of Default arises under Section 7.11, an equity contribution (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on form of common equity or before December 8other equity having terms reasonably acceptable to the Administrative Agent), 2021 made to Holdings and (b) the Loan Parties fail to comply with the financial covenant set forth contributed in Section 9.1 cash as of the last day of any fiscal quarter for which such covenant is tested, any cash common equity contribution to the Borrower after the last day of such any fiscal quarter and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that such fiscal quarter will, at the irrevocable election written request of the Borrower, be included in the calculation of Consolidated EBITDA (for such fiscal quarter) solely for the purposes of determining compliance with the such financial covenant in Section 9.1 covenants at the end of such fiscal quarter Measurement Period and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDAcontribution, a “Specified Equity Contribution”); provided that that, (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause the Loan Parties to be in compliance with such the applicable financial covenants (the “Cure Amount”)on a pro forma basis, (ivii) all Specified Equity Contributions and the use of proceeds therefrom will be disregarded for all other purposes under this Agreement (including, to the extent applicable, calculating Consolidated EBITDA for purposes of the calculation of EBITDA for all other purposes, including calculating determining basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to Consolidated EBITDA or that include Consolidated EBITDA in the determination thereof in any respect), (iii) there shall be no more than five (5) Specified Contributions made in the aggregate after the Closing Date and no Specified Contributions may be made in consecutive fiscal quarters, (iv) the proceeds of any Specified Contribution shall not reduce Indebtedness on a pro forma basis 116 (either directly through prepayment or indirectly as a result of netting Unrestricted Cash) in determining compliance with the financial covenants for the fiscal quarter in respect of which such Specified Contribution is made, and (v) the proceeds received by the Borrower from of all Specified Equity Contributions shall will be promptly used by the Borrower applied to prepay Term the Loans in accordance with the manner set forth in Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day 2.05(b)(iii); provided that, until timely receipt of the applicable Cure QuarterSpecified Contribution, an Event of Default shall be deemed to exist for all other purposes under this Agreement however, neither the Administrative Agent nor any other Lender shall exercise any right to accelerate the Loans, terminate the Commitments or exercise any right to foreclose or take possession of any Collateral or any other remedy under the Loan Documents, in each case on the basis of any actual or purported Event of Default with respect to the financial covenants set forth in Section 7.11. Upon timely receipt by the Borrowers in cash of the applicable Specified Contribution and payment of the mandatory prepayment pursuant to the terms of this Agreement, the applicable Events of Default shall be deemed waived.

Equity Cure. In (i) Notwithstanding anything to the contrary contained in Section 10(a), in the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the any financial covenant requirements set forth on Schedule 9(p) (A) in Section 9.1 the case of Minimum Cash Balance financial covenant, as of the last day of any calendar month, and (B) with respect to the Minimum TTM Revenue and Minimum ARR covenant, as of the last day of any fiscal quarter for which such covenant is testedof the Borrower, at any cash equity contribution time prior to (x) in the Borrower case of Minimum Cash Balance financial covenant, the expiration of the fifth (5th) Business Day after the last day of such fiscal quarter and on or prior to the day that is 10 days after the day date on which financial statements are the Minimum Cash Balance certification with respect to such calendar month is required to be delivered for that fiscal quarter willunder Section 9(f)(ii)(B) hereof, at or (y) in the irrevocable election case of Minimum TTM Revenue or Minimum ARR covenant, the expiration of the Borrower, be included in fifth (5th) Business Day subsequent to the calculation of EBITDA solely for the purposes of determining compliance date on which a Compliance Certificate with the financial covenant in Section 9.1 at the end of respect to such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are is required to be delivered in accordance with Section 9(f)(ii)(A) (in each case, the “Cure Right Expiration Date”), Borrower shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to the applicable fiscal capital of Borrower as cash common equity or other Qualified Equity Interests (collectively, the “Cure Right”), and upon the receipt by Borrower of the Net Cash Proceeds of such issuance (the “Cure Amount”) and, in the case of exercise of the Cure Right with respect to a violation of the Minimum TTM revenue and Minimum ARR covenant, application of the Cure Amount proceeds as a mandatory prepayment of the Term Loan pursuant to Section 2(a)(iii) hereof, the financial covenants shall be recalculated giving effect to the Cure Amount (in the case of the Minimum TTM revenue covenant, treating such Cure Amount as revenue received during the relevant quarter and, with respect to the Minimum ARR covenant, treating such Cure Amount as recurring revenue expected to be received during the twelve-month period following the relevant quarter, ). (ii) only Notwithstanding anything herein to the contrary, (i) following the Agreement Date, the Cure Right shall not be exercised more than two Specified Equity Contributions may be made times and (ii) for purposes of this Section 10(c), in the aggregate after case of exercise of the Amendment No. 3 Effective DateCure Right with respect to the Minimum TTM revenue or Minimum ARR covenant, (iii) the amount of any Specified Equity Contribution will Cure Amount shall be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”), (iv) all Specified Equity Contributions will be disregarded for purposes of complying with the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions applicable financial covenants requirements and any other items governed by reference amounts in excess thereof shall not be deemed to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable a Cure QuarterAmount.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the any financial covenant set forth in this Section 9.1 9.15 as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution to Holdings (funded with proceeds of common equity issued by Holdings or other equity issued by Holdings and having terms reasonably acceptable to the Borrower Administrative Agent, in each case contributed by Holdings to the Borrower) after the last day of such fiscal quarter and on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept make a Specified Equity Contribution shall be irrevocable and delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (iib) only in each consecutive four fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may Contribution is made and those shall not be made in the aggregate after the Amendment No. 3 Effective Dateconsecutive fiscal quarter periods, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to Consolidated EBITDA until the first calculation date following the receipt by the Administrative Agent of the financial information and related compliance certificate for the first full fiscal quarter ending after the date of the payment of the Specified Equity Contribution, (e) there shall be no more than two (2) Specified Equity Contributions made in the aggregate after the Closing Date, (f) the amount of any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the current fiscal quarter and the next three (3) fiscal quarter thereafter and (vh) the proceeds received by amount of each Specified Equity Contribution shall not exceed $5,000,000 and the Borrower from aggregate amount of all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarternot exceed $10,000,000.

Equity Cure. In the event that (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Section 8.03(b), solely for the purpose of determining whether an Event of Default has occurred (i) pursuant to Section 6.08(a)(i) or 6.08(a)(ii) (the “Second Draw” (as defined in the Corre Debt Term SheetRecurring Revenue Covenants”) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the financial covenant set forth in Section 9.1 as of the end of and for any Test Period ending on the last day of any fiscal quarter for with respect to which either Recurring Revenue Covenant is tested (such covenant is testedfiscal quarter, a “Recurring Revenue Cure Quarter”), the Borrower shall have the right to issue equity, directly or indirectly (which equity shall be common equity, perpetual preferred equity (provided that such perpetual preferred equity shall not have any redemption event or require any cash equity contribution payments prior to the Borrower date that is 91 days after the last Latest Maturity Date and shall not be Disqualified Capital Stock), or shall otherwise be in a form reasonably acceptable to the Administrative Agent) in exchange for cash, on or after the first day of such fiscal quarter Recurring Revenue Cure Quarter and on or prior to the day that is 10 days tenth (10th) Business Day after the day date on which financial statements are required to be delivered for that pursuant to Section 5.01(a) or (b), as applicable, with respect to such Recurring Revenue Cure Quarter or the fiscal quarter year ending on the last day of such Recurring Revenue Cure Quarter, as applicable (the “Recurring Revenue Cure Expiration Date”) and such cash will, at the irrevocable election of if so designated by the Borrower, be included in the calculation of EBITDA solely LQA University Segment Revenue and LTM Short Course Revenue, as applicable, for the purposes of determining compliance with the financial covenant in Section 9.1 at Recurring Revenue Covenants as of the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”), (iv) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period Test Period ending on the last day of such Recurring Revenue Cure Quarter and any Test Periods ending on the applicable Cure Quarter.last day of any of the subsequent three fiscal quarters and (ii) pursuant to Section 6.08(b) (the “Total Leverage Covenant”) as of the end of and for any Test Period ending on the last day of any fiscal quarter with respect to which the Total Leverage Covenant is tested (such fiscal quarter, a “Total

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the financial covenant set forth in Section 9.1 as of the last day of any fiscal quarter for which such covenant is tested, any cash equity contribution to the Borrower after the last day of such fiscal quarter and on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”), (iv) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarter.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail Borrower fails to comply with any of the financial covenant covenants set forth in this Section 9.1 6.10 as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution to the Borrower (funded with proceeds of, or contributions made in respect of, equity (other than Disqualified Capital Stock) issued by Parent or a capital contribution received by Parent or other equity issued by Parent having terms reasonably acceptable to the Administrative Agent) (the “Cure Amount”) during the last month of the applicable fiscal quarter or after the last day of such fiscal quarter and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter (the “Cure Expiration Date”) will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA Consolidated EBITDAR solely for the purposes of determining compliance with the financial covenant set forth in Section 9.1 6.10(a) or Section 6.10(b), as applicable, at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDAConsolidated EBITDAR, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept make a Specified Equity Contribution shall be delivered no later than ten (10) Business Days after the day on which financial statements are required to be delivered for the applicable fiscal quarter, (iib) only in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective DateContribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties Borrower to be in compliance with such the financial covenants (the “Cure Amount”covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA Consolidated EBITDAR for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA Consolidated EBITDAR, (e) there shall be no more than three (3) Specified Equity Contributions made in the aggregate after the Effective Date and (vf) any Loans prepaid with the proceeds received by the Borrower from all of Specified Equity Contributions shall be promptly used by deemed outstanding for purposes of determining compliance with the financial covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, for the current fiscal quarter and any subsequent period that includes such fiscal quarter. So long as the Borrower is entitled to prepay Term Loans in accordance with exercise an equity cure pursuant to the foregoing terms and provisions of this Section 2.5(d) and there 6.10(c), from the effective date of the Borrower’s delivery to the Administrative Agent of irrevocable written notice that the Borrower shall be no reduction in Consolidated Funded Indebtedness in connection with any cause a Specified Equity Contribution (or to be made pursuant to the application terms hereof until the earlier to occur of the proceeds thereof) for determining compliance with Cure Expiration Date and the date on which the Administrative Agent is notified that the required contribution will not be made, neither the Administrative Agent nor any provision under Article IX for Lender shall impose default interest, accelerate the period ending Obligations, terminate the Commitments or exercise any enforcement remedy against any Loan Party or any of its Subsidiaries or any of their respective properties solely on the last day basis of such Event of Default with respect to the financial covenant in Section 6.10(a) or Section 6.10(b), as applicable, in respect of which such notice was delivered; provided that until timely receipt of the applicable Cure QuarterSpecified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of this Agreement, including, without limitation, Article IV and Article VI hereof and any term or provision of any Loan Document which prohibits any action to be taken by a Loan Party or any of its Restricted Subsidiaries during the existence of an Event of Default.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply For purposes of determining compliance with the financial covenant set forth in Section 9.1 as Financial Covenant and the other provisions of the last day of any fiscal quarter for which Credit Documentation affected by such covenant is testedcompliance, any proceeds from equity issuances or cash equity contribution (which equity will be in the form of common equity or other equity reasonably acceptable to the Borrower Administrative Agent) made to Holdings by the Sponsor and/or the other Investors, and contributed by Holdings, directly or indirectly, to the common equity of the Borrower, after the last day end of such the applicable fiscal quarter and on or prior to the day that is 10 fifteen (15) business days after the day on which financial statements are required to be delivered for that such fiscal quarter (the “Cure Period”) will, at the irrevocable election request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 Financial Covenant at the end of such fiscal quarter and any each applicable subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided provided, that (ia) the Borrower shall provide written notice to the Agent of its intent to accept in each four consecutive fiscal quarter period there will be no more than two fiscal quarters in which a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarteris made, (iib) only two no more than five Specified Equity Contributions may be made in during the aggregate after term of the Amendment No. 3 Effective DateCredit Facilities, (iiic) the amount of any Specified Equity Contribution in any period will be no greater than the amount required to cause the Loan Parties Borrower to be in compliance with the Financial Covenant for such financial covenants period, (d) each Specified Equity Contribution shall increase Consolidated EBITDA solely for the purposes of computing quarter-end compliance with the Financial Covenant and shall not be included for the purpose of determining the availability or amount of any covenant baskets or carve-outs, pricing or for any other purpose, and (e) such Specified Equity Contribution shall not result in any reduction of indebtedness in the calculation of the Financial Covenant in the fiscal quarter in which the Specified Equity Contribution is made. The Credit Documentation will provide that no default or event of default in respect of any Financial Covenant shall exist until the expiration of the Cure Period and that neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Revolving Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent, any Lender or any other secured party shall exercise any right to foreclose on or take possession of any Collateral or exercise any other remedy prior to the expiration of the Cure Period, in each case, solely on the basis of an event of default having occurred and being continuing with respect to the Financial Covenant for the applicable fiscal quarter; provided that no extension of credit or issuance or extension of a Letter of Credit shall be required to be made under the Revolving Credit Facility during such period. Permitted Acquisition So long as no event of default has occurred and is continuing (subject to the Limited Conditionality Provisions), the Borrower or any of its restricted subsidiaries may acquire a majority of the equity interests of or all or substantially all of the assets of an entity (or all or substantially all of the assets constituting a business unit, division, product line or line of business of an entity) (including any investment which serves to increase the Borrower’s or such restricted subsidiary’s respective interest therein) (a “Cure AmountPermitted Acquisition”); provided, that (i) the acquired entity and its subsidiaries will become restricted subsidiaries and, subject to the limitations set forth under “Guarantees” and “Security” above, the acquired entity and its subsidiaries will become Guarantors and pledge their assets as Collateral to the Administrative Agent within sixty (60) days (or such longer timeframe as may be reasonably agreed in writing by the Administrative Agent) after such acquisition (with carve-outs for dispositions of non-core assets acquired in connection with such Permitted Acquisition and sales required to obtain HSR approval), (ii) acquisitions of persons that do not become Guarantors and of assets that do not become Collateral following the Closing Date shall not exceed the greater of (x) $19.8 million and (y) 30% of Consolidated EBITDA, plus the Available Amount Basket (with any such use reducing capacity thereunder) (excluding acquisitions funded with equity proceeds of stock (other than disqualified stock) or capital contributions paid in respect of the equity interests of Holdings (or direct or indirect parent company thereof) and contributed as stock (other than disqualified stock) to the Borrower) not otherwise applied, (iii) the line of business of the acquired entity shall be similar, ancillary, corollary, synergistic, complementary or related to, or a reasonable extension, development or expansion of, the businesses conducted by the Borrower and its restricted subsidiaries (as determined by the Borrower in its reasonable discretion) (iv) all Specified Equity Contributions will the acquisition shall be disregarded for purposes of the calculation of EBITDA for all other purposesnon-hostile, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and (v) with respect to acquisitions with a purchase price exceeding the proceeds received greater of $9.9 million and 15% of Consolidated EBITDA, the Borrower shall deliver to the Administrative Agent, a quality of earnings report prepared by an independent registered public accounting firm of recognized national standing or other accounting firm reasonably acceptable to the Administrative Agent and the Lead Lender Representative (such approval not to be unreasonably withheld, conditioned, denied or delayed) (including any “big-four” accounting firm), and (vi) a customary due diligence package of readily available items (including other quality of earnings reports and other third party reports) that are reasonably requested by the Borrower Administrative Agent and the Lead Lender Representative. Events of Default Limited to the following (to be applicable to the Borrower, its restricted subsidiaries and Holdings in limited cases) (each, an “Event of Default”): (i) nonpayment of principal when due; (ii) nonpayment of (A) interest subject to a grace period of five (5) business days, or (B) fees or other amounts subject to a grace period of ten (10) business days; (iii) material inaccuracy of representations and warranties, subject to a thirty (30) day cure period in the case of breaches capable of being cured; (iv) violation of covenants, subject, in the case of affirmative covenants (other than with respect to notices of events of default, the existence of Holdings and the Borrower, and the use of proceeds), to a grace period of thirty (30) days after notice from all Specified Equity Contributions the Administrative Agent; (v) cross default to other debt in excess of the greater of $16.5 million and 25% of Consolidated EBITDA; (vi) bankruptcy events with respect to the Credit Parties and other material restricted subsidiaries (with a customary grace period of sixty (60) days for involuntary events); (vii) certain ERISA events which have a Material Adverse Effect; (viii) one or more final and non-appealable judgments (or judgments not stayed and bonded pending appeal or covered by insurance or indemnity not denied after notice) in excess of the greater of $16.5 million and 25% of Consolidated EBITDA that has not been satisfied; (ix) actual or asserted invalidity of any guarantee or security document, any subordination provision the Intercreditor Agreement or any other intercreditor agreement or any material security interest; and (x) occurrence of a change of control. The events of default shall be promptly used by subject to baskets (in each case, subject to “grower” baskets), materiality thresholds, carve outs and exceptions, in each case consistent with the Borrower Documentation Principles. Further, notwithstanding any other provisions herein or in the Credit Documentation to prepay Term Loans in accordance with Section 2.5(d) and there the contrary, no dollar denominated basket shall be no reduction treated as having been breached if the relevant dollar-denominated basket would not have occurred but for any fluctuation in Consolidated Funded Indebtedness in connection with exchange rates nor shall any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with such fluctuations create additional capacity under any provision under Article IX for the period ending on the last day of the applicable Cure Quartersuch basket.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail Borrower fails to comply with the financial covenant covenants set forth in Section 9.1 7.12 as of the last day of any fiscal quarter for which such covenant is testedquarter, any cash equity contribution (funded with proceeds from a sale or issuance of Qualified Stock of Borrower) to the capital of Borrower after the last day of such fiscal quarter and on or prior to the day that is 10 days Business Days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of Adjusted EBITDA solely for the purposes of determining compliance with the financial covenant such covenants in Section 9.1 7.12 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, ) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of Adjusted EBITDA, a “Specified Equity Contribution”); provided that (ia) the Borrower shall provide written notice to the Agent of its Borrower’s intent to accept a Specified Equity Contribution shall be delivered by Borrower to Bank no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (iib) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date[reserved], (iiic) the amount of any Specified Equity Contribution will be no greater than 100% of the amount required to cause the Loan Parties Borrower and its Subsidiaries to be in compliance with such financial covenants (the “Cure Amount”), (ivd) [reserved], (e) after December 31, 2020 Specified Equity Contributions shall not be made in any two consecutive quarters, (f) the aggregate amount of all Specified Equity Contributions will be disregarded for purposes of made under this Section 7.13 shall not exceed (i) $15,000,000 in the calculation of EBITDA for all other purposesfiscal year ended December 31, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA 2020 and (vii) $10,000,000 per annum in each calendar year thereafter, (g) Borrower shall immediately apply the proceeds received by the Borrower from all of a Specified Equity Contributions shall be promptly used by the Borrower Contribution to prepay the Term Loans Loan Advance in accordance with Section 2.5(d2.3(d)(ii) and (h) there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof, including application of such proceeds for purposes of cash netting) for determining compliance with any provision under Article IX Section 7.12 for the period ending on the last day of the applicable Cure Quarter; provided that following any prepayment of the Term Loan Advance pursuant to Section 2.3(d)(ii) there shall be a reduction in Indebtedness for determining compliance with Section 7.12 in future fiscal quarters where such Cure Quarter is included in the applicable test period (but, for the avoidance of doubt, there shall be no de-leveraging credit for the period ending on the last day of the Cure Quarter in respect of which the Specified Equity Contribution is made). Upon Bank’s receipt of notice from Borrower of its intent to make a Specified Equity Contribution pursuant to this Section 7.13 no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, then, until the day that is 10 Business Days after such date, (x) Bank shall not exercise the right to accelerate the Term Loan Advance or the Advances and Bank shall not exercise any right to foreclose on or take possession of the Collateral and (y) notwithstanding anything to the contrary herein, the Default Rate shall not be applicable, in each case, solely on the basis of an Event of Default having occurred and being continuing as a result of Borrower’s failure to be in compliance with the financial covenants set forth in Section 7.12 in respect of the period ending on the last day of such fiscal quarter. If, after giving effect to the foregoing pro forma adjustment (but not, for the avoidance of doubt, giving pro forma adjustment to any repayment of Indebtedness in connection therewith), Borrower is in compliance with the financial covenants set forth in Section 7.12, Borrower shall be deemed to have satisfied the requirements of Section 7.12 as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of Section 7.12 that had occurred shall be deemed cured for purposes of this Agreement.”

Equity Cure. In Notwithstanding anything to the event that (a) the “Second Draw” (as defined contrary contained in the Corre Debt Term Sheet) occurs on or before December 8Section 6.7, 2021 and (b) the Loan Parties fail to comply for purposes of determining compliance with the financial covenant covenants set forth in this Section 9.1 as of the last day of any fiscal quarter for which such covenant is tested6.7, any a cash equity contribution to in Parent (in the Borrower form of a cash contribution or in exchange for Qualified Capital Stock) made after the last day commencement of such fiscal quarter the applicable Fiscal Quarter and on or prior to the day that is 10 ten days after the day on which financial statements are required to be delivered for that fiscal quarter such Fiscal Quarter will, at the irrevocable election request of Parent, which request will be made at the Borrowertime of contribution, be included in the calculation of Combined EBITDA solely for the purposes of determining the Leverage Ratio and the Interest Coverage Ratio and as Cash and Cash Equivalents in the definition of Value for purposes of determining the Net Indebtedness to Value Ratio, in each case solely for purposes of determining compliance with the such financial covenant in Section 9.1 covenants at the end of such fiscal quarter Fiscal Quarter and any applicable subsequent testing period periods that includes include such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDACombined EBITDA or Value, as the case may be, a “Specified Equity Contribution”); provided that (ia)(i) the Borrower Parent shall provide written notice not be permitted to the Agent of its intent to accept so request that a Specified Equity Contribution be included in the calculation of Combined EBITDA or as Cash and Cash Equivalents as described above with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period (as defined below) in which no later than the day on which financial statements are required to be delivered for the applicable fiscal quarterSpecified Equity Contribution has been made, and (ii) only two three Specified Equity Contributions may be made in during the aggregate after the Amendment No. 3 Effective Dateterm of this Agreement, (iiib) the amount of any Specified Equity Contribution will shall be no greater than the amount required to cause the Loan Parties Parent to be in compliance with such financial covenants covenant(s) and (the “Cure Amount”), (ivc) all Specified Equity Contributions will be disregarded for purposes of determining the calculation availability of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance any baskets with incurrence based or pro forma calculations or conditions and any other items governed by reference respect to EBITDA and (v) the covenants contained in the Credit Documents. To the extent that the proceeds received by of the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of the proceeds thereof) for determining compliance with calculating any provision under Article IX financial covenant set forth in Section 6.7 for the Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the last day Fiscal Quarter in which Combined EBITDA or Cash and Cash Equivalents, as the case may be, will be increased as a result of the applicable Cure Quartersuch Specified Equity Contribution.

Equity Cure. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail Lead Borrower fails to comply with either Financial Covenant, from the financial covenant set forth in Section 9.1 as of the last day end of any fiscal quarter for which such covenant is tested, any cash equity contribution to period until the Borrower after expiration of the last day of such fiscal quarter and on or prior to tenth (10th) Business Day following the day that is 10 days after the day on which date financial statements referred to in Sections 5.01(a) or (b), as applicable, are required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 at the end respect of such fiscal quarter and any subsequent testing period that includes for which such fiscal quarter (eachFinancial Covenant is being measured, if the Lead Borrower receives a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”), the Lead Borrower may apply the amount of the net cash proceeds thereof to increase EBITDA with respect to such fiscal quarter; provided that (i) the Borrower in each period of four consecutive fiscal quarters, there shall provide written notice to the Agent of its intent to accept be no more than two fiscal quarters in which a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarteris made, (ii) only two no more than five Specified Equity Contributions may shall be made in the aggregate after during the Amendment No. 3 Effective Dateterm of this Agreement, (iii) the amount of any Specified Equity Contribution will shall be no greater more than the amount required to cause the Loan Parties Lead Borrower to be in pro forma compliance with such financial covenants (the “Cure Amount”)Section 6.13 for any applicable period, (iv) all Specified Equity Contributions will shall be disregarded for purposes of determining any baskets, financial ratio based calculations or pricing or fees with respect to the covenants contained in this Agreement and the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA the Available Amount and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no pro forma reduction in Consolidated Funded Indebtedness in connection with the proceeds of any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX Section 6.13 for the fiscal quarter in respect of when such Specified Equity Contribution is made (either directly through prepayment or indirectly as a result of the netting of unrestricted cash). Notwithstanding anything to the contrary herein, no Revolving Lender shall be required to fund any Revolving Loans or other advance, and no Issuing Bank shall be required to issue any Letter of Credit, at any time during the period beginning on the date the Lead Borrower notifies the Administrative Agent that it intends to make a Specified Equity Contribution and ending on the last day of date the applicable Cure QuarterSpecified Equity Contribution is made.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the any financial covenant set forth contained in Section 9.1 as 8.11 (a “Financial Covenant Default”), the Parent Borrower shall have the right to cure such Event of Default on the last day of any fiscal quarter for which such covenant is testedfollowing terms and conditions (the “Equity Cure”): (a) In the event the Parent Borrower desires to cure a Financial Covenant Default, any cash equity contribution the Parent Borrower shall deliver to the Borrower after the last day of such fiscal quarter and on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the Administrative Agent irrevocable election of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept cure (a Specified Equity Contribution no later than “Cure Notice”) at any time during the day period commencing on which the date that the financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount and corresponding Compliance Certificate as of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”), (iv) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the fiscal quarter as of which such Financial Covenant Default occurred (the “Testing Date”) are required to be delivered to the Administrative Agent and the Lenders and ending on the tenth (10th) Business Day thereafter. The Cure Notice shall set forth the calculation of the applicable Financial Covenant Cure QuarterAmount (as hereinafter defined). (b) In the event the Parent Borrower delivers a Cure Notice in accordance with clause (a) above, a capital contribution (in either (w) common stock of the Parent Borrower, (x) Curative Preferred Equity, (y) other preferred equity provided by Oaktree Capital Management or its Affiliates that is not Disqualified Stock or (z) other Equity Interests that are on terms reasonably satisfactory to the Administrative Agent) shall be made to the Parent Borrower by a Permitted Holder, in an amount such that the Net Cash Proceeds thereof shall be equal to the Financial Covenant Cure Amount, at any time during the period commencing on the date of the Administrative Agent’s receipt of such Cure Notice and ending on the fifteenth (15th) Business Day following the date on which the relevant financial statements and Compliance Certificate were required to be delivered to the Administrative Agent and the Lenders (such fifteenth (15th) Business Day, the “Required Contribution Date”). All of the Net Cash Proceeds of such capital contribution (such amount, the “Contributed Amount”) shall be immediately contributed to the capital of the Parent Borrower and used by the Parent Borrower to make a prepayment of the Loans in the amount of such Contributed Amount, to be applied to the Loans in accordance with Section 2.05(b)(vi). The “Financial Covenant Cure Amount” shall be the lowest amount which if added to the amount of Consolidated EBITDA as of the applicable Testing Date, would result in the Loan Parties being in pro forma compliance with the applicable financial covenant which is the subject of such Financial Covenant Default(s) as of such Testing Date (provided, however, that if more than one such Financial Covenant Default exists as of a testing date, the Financial Covenant Cure Amount for purposes hereof shall equal the lowest amount which if added to the amount of Consolidated EBITDA as of the applicable Testing Date, would result in the Loan Parties being in pro forma compliance with all financial covenants which are the subject of such Financial Covenant Defaults as of such Testing Date).

Equity Cure. In Notwithstanding anything to the event that (a) the “Second Draw” (as defined contrary contained in the Corre Debt Term Sheet) occurs on or before December 8this Section 9, 2021 and (b) the Loan Parties fail to comply with for purposes of determining whether an Event of Default has occurred under the financial covenant covenants set forth in Section 9.1 as of the last day of any fiscal quarter for which such covenant is tested8, any cash equity contribution made to the Borrower after the last day end of a Fiscal Quarter (such fiscal quarter Fiscal Quarter, a “Specified Quarter”) and on or prior to the day date that is 10 days Business Days after the day on which financial statements are required to be delivered for that fiscal quarter such Specified Quarter (the “Cure Expiration Date”) will, at the irrevocable election request of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the applicable financial covenant in Section 9.1 at the end of such fiscal quarter Specified Quarter and any applicable subsequent testing period that includes periods which include such fiscal quarter Specified Quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (ia) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later more than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Dateeach four consecutive Fiscal Quarter period, (iiib) no more than four Specified Equity Contributions may be made during the term of this Agreement, (c) the amount of any Specified Equity Contribution will shall be no greater than the amount required to cause the Loan Parties Borrower to be in compliance with such the applicable financial covenants (the “Cure Amount”)covenant, (ivd) all Specified Equity Contributions will be disregarded shall not reduce Indebtedness (directly by way of prepayment or indirectly by way of netting) for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and the financial covenants in any other items governed by reference to EBITDA and Fiscal Quarter in which they are included in EBITDA, (ve) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by ignored for the Borrower purposes of determining financial ratio-based conditions or any baskets with respect to prepay Term Loans the covenants contained in accordance with Section 2.5(dthis Agreement, (f) and there shall be no reduction in Consolidated Funded Indebtedness in connection with the proceeds of any such Specified Equity Contribution shall have been contributed to Borrower in cash and (g) Borrower shall not be permitted to borrow Loans or request the application issuance of Letters of Credit unless and until the Specified Equity Contribution is made or all Events of Default are waived. Bank may not exercise any remedies under Section 9.2 on the basis of any actual or purported Event of Default under Section 8 following receipt of written notice by Bank of Borrower’s intention to cure a financial covenant default with the proceeds thereof) for determining compliance with any provision under Article IX for of a Specified Equity Contribution unless and until the period ending on Cure Expiration Date has occurred without the last day of the applicable Cure QuarterSpecified Equity Contribution having been received.

Equity Cure. (i) In the event the Loan Parties would otherwise default in any payment of principal, interest, fees or other amount payable under this Agreement or any other Loan Document (each, a “Payment Default Amount”) when the same shall be due and payable, any cash equity contribution to Borrower (funded with a capital contribution to Parent or proceeds of Capital Stock issued by Parent having terms acceptable to the Agent in the Agent’s Discretion and in any case, not constituting Disqualified Capital Stock) on or prior to the due date for such payment will, at the irrevocable election of the Parent, be permitted solely for the purposes of making such payment (any such equity contribution, a “Payment Default Equity Contribution”), provided, that (aA) notice of Parent’s irrevocable election to make a Payment Default Equity Contribution shall be delivered to Agent no later than the day on which such Payment Default Equity Contribution is made, (B) the “Second Draw” (as defined in amount of any Payment Default Equity Contribution will be no greater than the Corre Debt Term Sheet) occurs on or before December 8applicable Payment Default Amount, 2021 and (bC) the gross proceeds of each Payment Default Equity Contribution shall be paid to the Agent to be applied to the applicable Payment Default Amount. (ii) In the event the Loan Parties fail to comply with the financial covenant covenants set forth in Section 9.1 6.18(b), (c) or (d) as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, as applicable, any cash equity contribution to Borrower (funded with a capital contribution to Parent or proceeds of Capital Stock issued by Parent having terms acceptable to the Borrower Agent in the Agent’s Discretion and in any case, not constituting Disqualified Capital Stock) after the last day of such fiscal quarter Fiscal Quarter, and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter, will, at the irrevocable election of LEGAL02/39661241v2LEGAL02/39709302v6 the BorrowerParent, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 such covenants at the end of such fiscal quarter Fiscal Quarter, and any for not more than three (3) subsequent testing period periods that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Covenant Default Equity Contribution”; each Payment Default Equity Contribution and Covenant Default Equity Contribution is referred to herein as a “Specified Equity Contribution”); provided provided, that (iA) the Borrower shall provide written notice of Parent’s irrevocable election to the Agent of its intent to accept make a Specified Covenant Default Equity Contribution shall be delivered to Agent no later than the day on which financial statements are required to be delivered for the applicable fiscal quarterFiscal Quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iiiB) the amount of any Specified Covenant Default Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivC) all Specified Covenant Default Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions pricing and any other items governed by reference to EBITDA EBITDA, (E) the gross proceeds of all Covenant Default Equity Contributions shall be paid to the Agent to be applied as a mandatory prepayment (including the Make-Whole Amount or Prepayment Premium applicable thereto) of the Term Loan and applied under Section 2.05 hereof when funded and (vF) the amount of the Term Loan prepaid with the proceeds received by of Covenant Default Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Borrower from all current Fiscal Quarter and the next three Fiscal Quarters thereafter. (iii) Notwithstanding anything to the contrary herein, Specified Equity Contributions shall not be promptly used by made (A) more than twice during the Borrower to prepay Term Loans term of this Agreement, (B) in accordance with Section 2.5(dtwo consecutive Fiscal Quarters, (C) and there shall be no reduction more than once during any four consecutive Fiscal Quarter period or (D) in Consolidated Funded Indebtedness any single Fiscal Quarter in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarteran amount greater than $2,000,000.

Equity Cure. In If any statement delivered pursuant to Section 7.1(a) or Section 7.1(b) indicates that the event Debt Service Coverage Ratio is less than 1.05 to 1.00, then the Sponsors may, within ten (10) Business Days after the delivery of the statement pursuant to Section 7.1(a) or 7.1(b) indicating such shortfall, provide funds to the Company through a capital contribution or the issuance of subordinated Indebtedness the proceeds of which shall be used to prepay an amount of Notes (at par), together with accrued interest on the amount of Notes so prepaid plus an amount equal to the Modified Make-Whole Amount determined for the prepayment with respect to such principal amount (the Equity Cure Amount), such that after giving pro forma effect to such prepayment in accordance with this Section 8.3(b), the Debt Service Coverage Ratio for the period in question would be greater than 1.05 to 1.00 but not more than 1.35 to 1.00. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.3(b) not less than thirty (a30) days and not more than sixty (60) days prior to the “Second Draw” date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid and shall be accompanied by a certificate of a Senior Financial Officer as defined to the estimated Modified Make-Whole Amount due in connection with such prepayment (calculated as if the Corre Debt Term Sheetdate of such notice were the date of the prepayment), setting forth the details of such computation. Two (2) occurs on or before December 8Business Days prior to such prepayment, 2021 and (b) the Loan Parties fail Company shall deliver to comply with each holder of Notes a certificate of a Senior Financial Officer specifying the financial covenant set forth in Section 9.1 calculation of such Modified Make-Whole Amount as of the last day specified prepayment date. The Sponsors shall not be allowed to make such prepayments in respect of any fiscal quarter for which such covenant is tested, any cash equity contribution to the Borrower after the last day of such fiscal quarter and on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election more than two quarterly determinations of the Borrower, be included Debt Service Coverage Ratio in any four consecutive quarters or more than four times in the calculation aggregate throughout the term of EBITDA this Agreement, and not more than 20% in aggregate amount of the Notes may be prepaid pursuant to this Section 8.3(b). The Equity Cure Amount will taken in account solely for the purposes purpose of determining calculating compliance with the financial covenant in Section 9.1 at the end of such fiscal quarter 9.11 and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in the aggregate after the Amendment No. 3 Effective Date, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”), (iv) all Specified Equity Contributions will be disregarded for purposes of determining whether the calculation of EBITDA Company has satisfied the criteria for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans making a Restricted Payment as set forth in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure Quarter10.13.

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail Borrower fails to comply with the financial covenant set forth in Section 9.1 Financial Covenants as of the last day of any fiscal quarter for which such covenant is testedTest Date, any cash equity contribution (or qualified preferred equity or other equity on terms reasonably satisfactory to the Administrative Agent) in the Borrower after the last day beginning of the applicable Fiscal Quarter ending on such fiscal quarter Test Date and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter the Fiscal Quarter ended on such Test Date will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 at the end Financial Covenants as of such fiscal quarter Test Date and as of any subsequent testing period Test Date that includes such fiscal quarter Fiscal Quarter for purposes of determining compliance with the Financial Covenants (each, a “Cure Quarter”, and any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (i) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later more than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may be made in any four consecutive Fiscal Quarter period and only three Specified Equity Contributions may be made during the aggregate after the Amendment No. 3 Effective Dateterm of this Agreement, (iiiii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties Borrower to be in compliance with such financial covenants (the “Cure Amount”)Financial Covenants, (iviii) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including the calculation of Consolidated Adjusted EBITDA, other than the compliance with the Financial Covenants for such applicable Test Period and subsequent Test Periods that include the Fiscal Quarter ending on the applicable Test Date, and including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions levels and any other items governed by reference to EBITDA Consolidated Adjusted EBITDA, (iv) with respect to the Fiscal Quarter for which it is contributed to cure a breach of the Financial Covenants, any Specified Equity Contribution shall not reduce the outstanding Indebtedness of the Borrower for such Fiscal Quarter (it being understood and agreed that such limitation shall not apply in subsequent Fiscal Quarters if actually applied to repay Term Loans) and (v) the proceeds received Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be permitted to incur Revolving Loans or request the issuance of Letters of Credit during the ten Business Day period referred to above unless and until the Borrower from all has received the proceeds of such Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure QuarterContribution.

Equity Cure. (a) In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant set forth in Section 9.1 7.1 as of the last day of any fiscal quarter for which such covenant is testedFiscal Quarter, any cash equity contribution to the Borrower Borrowers (funded with proceeds of common equity issued by Phreesia or other equity issued by Borrowers not constituting Disqualified Stock) after the last day of such fiscal quarter Fiscal Quarter and on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter Fiscal Quarter (each such date, a “Cure Deadline”) will, at the irrevocable election of the BorrowerBorrower Representative, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 9.1 7.1 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter Fiscal Quarter (each, a “Cure Quarter”, ) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Cure Contribution”); provided that that: (i) notice of the Borrower shall provide written notice to the Agent of its Borrowers’ intent to accept a Specified Equity Cure Contribution shall be delivered by the Borrower Representative no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, Fiscal Quarter; (ii) only in each consecutive four (4) Fiscal Quarter period there will be at least two Specified Equity Contributions may be made (2) Fiscal Quarters in the aggregate after the Amendment No. 3 Effective Date, which no Cure Contribution is made; (iii) the amount of any Specified Equity Cure Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants covenant (the “Cure Amount”), ; (iv) all Specified Equity Cure Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including including, as applicable, calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and Consolidated EBITDA; and (v) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans in accordance with Section 2.5(d) and there shall be no reduction more than five (5) Cure Contributions made in Consolidated Funded Indebtedness in connection with any Specified Equity Contribution (or the application of aggregate after the proceeds thereof) for determining compliance with any provision under Article IX for the period ending on the last day of the applicable Cure QuarterClosing Date.

Equity Cure. In At any time after delivery of the quarterly financial statements and Compliance Certificate to Agent in accordance with Section 4.1, in the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Credit Parties fail to comply with the financial covenant set forth in Section 9.1 6.3 as of the last day of any fiscal calendar quarter for which such covenant is tested, any cash equity contribution to Holdings funded with proceeds of Permitted Cure Securities (any such equity contribution so included in the Borrower calculation of EBITDA as provided below in this Section 6.5, a “Specified Equity Contribution”) after the last day of such fiscal calendar quarter and on or prior to the day that is 10 ten (10) days after the day on which financial statements are required to be delivered for with respect to that fiscal calendar quarter will, at the irrevocable election of the BorrowerBorrower Representative, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant set forth in Section 9.1 6.3 at the end of such fiscal calendar quarter and any subsequent testing period that includes such fiscal calendar quarter (each, a the “Cure Quarter”, and any such equity contribution so included in the calculation of EBITDA, a “Specified Equity ContributionRight”); provided that (ia) the Borrower shall provide written notice to the Agent of its Holdings’ intent to accept a Specified Equity Contribution shall be delivered by Borrower Representative no later than the day on which financial statements are required to be delivered for with respect to the applicable fiscal calendar quarter, (iib) only in each consecutive four (4) calendar quarter period there will be at least two Specified Equity Contributions may be made (2) calendar quarters in the aggregate after the Amendment No. 3 Effective Datewhich no Cure Right is exercised, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Credit Parties to be in compliance with such financial covenants (the “Cure Amount”)covenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and shall be deemed to not result in an increase in cash, (ve) the Cure Right shall be exercised no more than five (5) times in the aggregate after the Closing Date, (f) the Cure Right shall not be exercised in any two (2) consecutive calendar quarters and (g) the proceeds received by the Borrower Holdings from all Specified Equity Contributions shall be promptly used by the Borrower Credit Parties to prepay Term Loans in accordance with Section 2.5(d2.1(a)(ii)(B)(v). Upon Agent’s receipt of notice from Borrower Representative of its election to exercise the Cure Right pursuant to this Section 6.5 no later than the day on which financial statements are required to be delivered for the applicable calendar quarter, then, until the day that is ten (10) days after such date, neither Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Term Loan Commitments and there neither Agent nor any Lender shall be no reduction in Consolidated Funded Indebtedness in connection with exercise any Specified Equity Contribution (right to foreclose on or the application take possession of the proceeds thereof) for determining compliance with any provision Collateral solely on the basis of an Event of Default having occurred and being continuing under Article IX for Sections 6.3 in respect of the period ending on the last day of the applicable Cure Quarter.such calendar quarter. MidCap / Xtant / Credit, Security and Guaranty Agreement (Term Loan)

Equity Cure. In the event that (a) the “Second Draw” (as defined in the Corre Debt Term Sheet) occurs on or before December 8, 2021 and (b) the Loan Parties fail to comply with the financial covenant covenants set forth in Section 9.1 this Article 7 as of the last day of any fiscal quarter for which such covenant is testedof Borrower, any cash equity contribution which is contributed as common equity or another form reasonably acceptable to the Agent into Borrower after the last first day of such fiscal quarter and on or prior to the day that is 10 days fifteen (15) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenant such covenants in Section 9.1 this Article 7 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter (each, a “Cure Quarter”, ) and any subsequent period that includes such Cure Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (ia) the Borrower shall provide written notice to the Agent of its intent to accept a Specified Equity Contribution no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (ii) only two Specified Equity Contributions may not be made in the aggregate after the Amendment No. 3 Effective Dateconsecutive fiscal quarters, (iiib) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Loan Parties to be in compliance with such financial covenants (the “Cure Amount”), (ivc) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and (vd) the proceeds received by the Borrower from all there shall be no more than three (3) Specified Equity Contributions made in the aggregate after the Closing Date and no more than two (2) Specified Equity Contributions made in any four fiscal quarter period. For the avoidance of doubt, the proceeds of a Specified Equity Contribution shall be promptly used by the Borrower to prepay Term Loans applied in accordance with Section 2.5(d) and there shall be no reduction in Consolidated Funded Indebtedness in connection with any 2.2(e)(iii). Upon Agent’s receipt of notice from Borrower of its intent to make a Specified Equity Contribution pursuant to this Section 7.4, until the day that is fifteen (15) Business Days after such date, neither Agent nor any Lender shall (i) exercise the right to accelerate the Term Loan or terminate the application Commitments, (ii) exercise any right to foreclose on or take possession of the proceeds thereofCollateral or (iii) for determining compliance with exercise any provision other right or remedy against any Loan Party solely on the basis of an Event of Default having occurred and being continuing under Article IX for Sections 7.1, 7.2 or 7.3 in respect of the period ending on the last day of the applicable Cure Quartersuch fiscal quarter.