Common use of Equity Cure Right Clause in Contracts

Equity Cure Right. Notwithstanding the foregoing, if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

Equity Cure Right. Notwithstanding In the foregoing, if an Event of Default occurs as a result of Borrowers’ failure event Borrowers fail to comply with the financial covenants set forth in Section 6.5(a) 7.12, subject to the terms and Section 6.5(b) (a “Curable Default”)conditions hereof, an equity contribution to Innovex (in Holdings shall have the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount right (the “Specified ContributionCure Right”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last first day of the fiscal quarter applicable Fiscal Quarter for which such Event covenants are then being tested until the expiration of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior 15th Business Day subsequent to the day that is twenty (20) Business Days after date the day on which applicable financial statements are required to be delivered to Administrative Agent for such fiscal quarter pursuant to Section 9.8 with respect thereto (the “Required Contribution DateCure Period”), willto issue Permitted Cure Securities for cash or otherwise receive, at as additional paid in capital, cash common equity contributions, in either case in an aggregate amount equal to, but not greater than, the written request amount necessary to cure all relevant financial covenants (including, without limitation all relevant financial covenants contained in any documents governing Subordinated Indebtedness permitted hereunder) (hereinafter, the “Cure Amount”), and upon the receipt by any Borrower of Borrowing Agentthe cash proceeds thereof, the financial covenants shall then be included in recalculated giving effect to the calculations of following pro forma adjustments: (a) Adjusted Consolidated EBITDA shall be increased for the applicable Fiscal Quarter and for the subsequent three (3) consecutive Fiscal Quarters, solely for the purposes purpose of determining measuring compliance with the financial covenants and not for any other purpose under this Agreement or any other Loan Document (including, without limitation, calculating basket levels), by an amount equal to the Cure Amount contributed by Holdings to the Borrowers; (b) if, after giving effect to the foregoing recalculations, Borrowers shall then be in compliance with the requirements of all financial covenants, Borrowers shall be deemed to have been in compliance with such financial covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the end applicable breach, Default or Event of Default of such fiscal quarter and any subsequent testing period financial covenants that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will had occurred shall be no greater than the amount required deemed not to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded have occurred for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing this Agreement; and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution pro forma or other reduction in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) Indebtedness with the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(dany Cure Amount (including by way of netting) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this respect of the fiscal quarter in which the Cure Amount is made. In the event that (i) no Event of Default exists other than that arising due to failure of the Loan Parties to comply with the financial covenants set forth in Section 6.5 during any period that includes Adjusted EBITDA resulting from 7.12 or the failure to deliver a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent Default in respect thereof), and (ii) until the expiration of the Cure Period, then neither Administrative Agent nor any Lender shall exercise any remedies set forth in Section 8.02 hereof or under any Loan Document until after the Borrowers’ ability to cure has lapsed and the Borrowers have not exercised such Cure Right; provided, that no extensions of credit under the Revolving Credit Facility (including the issuance of any Letter of Credit) shall be required to be made during such Curable Default Cure Period unless the Cure Amount shall have been received by any Borrower. Notwithstanding anything herein to the contrary, in no later than thirty (30) days after the end of the calendar month event shall Holdings or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not Borrowers be permitted to impose exercise the Default Rate, accelerate Cure Right hereunder (x) more than 5 times in the Obligations aggregate during the term of this Agreement or exercise (y) more than 2 times in any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived4 consecutive Fiscal Quarters.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 7.01, if an Event of Default occurs as a result of Borrowers’ failure in the event that Holdings fails to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form requirements of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Financial Covenant set forth belowin Section 6.11, cause Borrowers to be in compliance with this Section 6.5 after the last day of the applicable fiscal quarter and until the expiration of the tenth Business Day (the “Cure Deadline”) after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.01(c), Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to the applicable fiscal quarter and any Test Period that contains such fiscal quarter (the “Cure Right”); provided, that, (a) such proceeds are actually received by Holdings) no later than ten Business Days after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.01(c), (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default occurred under Section 6.11 for the applicable period, (beginning c) the Cure Right shall not be exercised more than four times during the term of this Agreement, and (d) in each period of four consecutive fiscal quarters of Holdings, there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised. If, after giving effect to the foregoing adjustment, Holdings is in compliance with the first full fiscal quarter following Financial Covenant set forth in Section 6.11, then Holdings shall be deemed to have satisfied the Closing Date) but requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section that had occurred shall be deemed cured for purposes of this Agreement. Upon receipt by the Administrative Agent of written notice, on or prior to the day Cure Deadline, that Holdings intends to exercise the Cure Right in respect of a fiscal quarter, none of the Administrative Agent or the Lenders shall be permitted to accelerate Loans held by them, terminate the Revolving Commitments or to exercise other remedies, including remedies against the Collateral, on the basis of a failure to comply with the requirements of the Financial Covenant set forth in Section 6.11, unless such failure is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline. The parties hereby acknowledge that this Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, may not be included in the calculations of EBITDA solely relied on for the purposes of determining compliance with such calculating any financial covenants at the end of such fiscal quarter ratios other than as applicable to Section 6.11 and shall not result in any subsequent testing period that includes such fiscal quarter; provided further that adjustment to any amounts (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating including Indebtedness or Consolidated EBITDA for purposes of determining basket levelscalculating the Total Leverage Ratio or any Applicable Rate), pricing and other items governed by reference to EBITDA or that include EBITDA in than the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application amount of the Specified Contribution shall not be taken into account Consolidated EBITDA for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived6.11.

Equity Cure Right. Notwithstanding the foregoing, if an existence of a Default or Event of Default occurs as resulting from a result of Borrowers’ failure to comply with financial covenant violation under Section 6.5(a) and Section 6.5(b) (a “Curable Default”)7.13, an equity any cash contribution to Innovex (in the form of common equity or other equity having terms acceptable equity) made to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient toBorrower, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for with respect to which such Event of Default financial covenant violation has occurred (beginning with the first full fiscal quarter following the Closing Date) but and on or prior to the day that is twenty (20) 10 Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”)quarter, will, at the written request of Borrowing AgentBorrower, be included in the calculations calculation of Consolidated EBITDA solely with respect to each applicable provision of Section 7.13 (applied to the last month of the fiscal quarter being tested for the purposes of determining compliance with such the financial covenants under Section 7.13 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarterquarter (any such equity contribution, a “Specified Contribution”)); provided further that (ai) the maximum amount of any each Specified Contribution will not be no greater than the minimum amount required necessary to cause Borrowers cure the relevant failure(s) to be in compliance comply with Section 6.5; such financial covenants, (bii) each Specified Contribution and the use of proceeds from any Specified Contribution thereof will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Consolidated EBITDA or that include Consolidated EBITDA in the determination thereof in any respect); (c) there provided that any repayment of Loans with such proceeds shall be reflected in the calculation of covenants hereunder after such Specified Contribution is no longer reflected in the current calculation of Consolidated EBITDA, (iii) no more than two (2) four such Specified Contributions may be made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) term of this Agreement and (eiv) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall Contributions may not be taken into account for purposes of measuring compliance with made in two consecutive Fiscal Quarters; provided that, from the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent date Borrower shall deliver to Agent irrevocable written have provided notice of its intent to cure any such Curable Default no later than thirty (30the “Notice to Cure”) days until the earlier of ten Business Days after the end delivery of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount Notice to Cure and timely receipt of the Specified Contribution, no Default or Event of Default resulting solely from failure to comply with Section 7.13 shall be deemed to exist for any purpose under this Agreement (other than Section 4.2); provided further that until such Specified Contribution necessary to cure such Curable is received by Borrower no permitted action conditioned upon the absence of a Default or Event of Default may be taken, and no carve-out or basket conditioned upon receipt the absence of which the Agent and Lenders shall not a Default or Event of Default may be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateralutilized. Upon timely receipt by Agent Borrower in cash of the applicable Specified Contribution and application of the Specified Contribution to the ObligationsContribution, the applicable Curable Defaults and Events of Defaults shall be deemed waivedwaived and retroactively cured with the same effect as though there had been no failure to comply with the applicable financial covenants set forth in Section 7.13. The proceeds of any Specified Contribution made pursuant to this Section 8.4 shall be applied as a mandatory prepayment first to the outstanding Term Loans (in inverse order of maturity) until paid in full and then to the Revolving Loans.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 7.01, if an Event of Default occurs as a result of Borrowers’ failure in the event that the Borrower fails to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”)the requirements of the Financial Covenant, an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the applicable fiscal quarter and until the expiration of the tenth Business Day after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.04(c), the Borrower shall have the right to issue Equity Interests (other than Disqualified Stock) for cash or otherwise receive cash contributions to the capital of the Borrower and, in each case, to apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to the applicable fiscal quarter of the Borrower (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrower no later than ten Business Days after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.04(c), (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) (the “Cure Amount”) such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to under Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely 6.12 for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (includingapplicable period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there the Cure Right shall not be no exercised more than two (2) Specified Contributions made five times during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) term of this Agreement and (ed) the reduction in total Indebtedness resulting from such application each period of four consecutive fiscal quarters of the Specified Contribution Borrower, there shall be at least two fiscal quarter during which the Cure Right is not exercised. If, after giving effect to the foregoing adjustment, the Borrower is in compliance with the Financial Covenant then the Borrower shall be taken into account deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section that had occurred shall be retroactively considered not to have existed or occurred for purposes of measuring compliance with the financial covenants in this Agreement. The parties hereby acknowledge that this Section 6.5 during may not be relied on for purposes of calculating any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent financial ratios other than as applicable to Section 6.12 and shall deliver not result in any adjustment to Agent irrevocable written notice any amounts (including Indebtedness for purposes of its intent to cure any such Curable Default no later calculating the Total Leverage Ratio), other than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary Consolidated EBITDA referred to cure such Curable Default and upon receipt of which in the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedimmediately preceding sentence.

Equity Cure Right. Notwithstanding the foregoingforegoing Section 6.5(a), if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (resulting from Borrowers issuing Equity Interests in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) exchange for cash, in an amount (the “Specified Contribution”) sufficient to, when added to Adjusted EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 6.5(a) after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”)9.8, will, at the written request of Borrowing Agent, and without duplicative effect, be included in the calculations of Adjusted EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.56.5(a); (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating Adjusted EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Adjusted EBITDA or that include Adjusted EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, ; (d) there shall be no more than four (4) Specified Contributions made during the Term; and (e) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance accordance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified ContributionOrder of Other Collateral Proceeds Application. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the CollateralCollateral or any other rights and remedies provided in Section 11.1. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

Equity Cure Right. Notwithstanding the foregoingforegoing Section 6.5(a) and (b), if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(band/or (b) (a “Curable Default”), an equity contribution to Innovex (resulting from Borrowers issuing Equity Interests in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) exchange for cash, in an amount (the “Specified Contribution”) sufficient to, when added to Adjusted EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 6.5(a) or (b) after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”)9.8, will, at the written request of Borrowing Agent, and without duplicative effect, be included in the calculations of Adjusted EBITDA solely for the purposes of determining compliance with such applicable financial covenants covenant at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.56.5(a) and/or (b); (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating Adjusted EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Adjusted EBITDA or that include Adjusted EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, ; (d) there shall be no more than eight (8) Specified Contributions made during the Term; and (e) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance accordance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified ContributionOrder of Other Collateral Proceeds Application. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the CollateralCollateral or any other rights and remedies provided in Section 11.1. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in this Section 7.1 or in Section 8, if an Event of Default occurs as a result of Borrowers’ failure in the event that Group Members fail to comply with the requirements of the financial covenants set forth in Section 6.5(a7.1(a) and Section 6.5(bor (b) (each, a “Curable DefaultFinancial Condition Covenant” and collectively, the “Financial Condition Covenants”)) until the expiration of the day that is ten (10) Business Days after the earlier of (i) the date the Compliance Certificate calculating such covenants is required to be delivered pursuant to Section 6.2(a)(ii)(x) or (ii) the date such Compliance Certificate is actually delivered, an equity contribution Holdings shall have the right to Innovex issue Capital Stock (in other than Disqualified Stock) for cash or otherwise receive cash contributions to the form capital of common equity or other equity having terms acceptable to Agent in its Permitted DiscretionHoldings (collectively, the “Cure Right”) in an amount (order to prepay the “Specified Contribution”) sufficient toTerm Loans, when added to EBITDA without penalty or premium, with such amounts as more fully set forth below, cause Borrowers are necessary to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 Financial Condition Covenants (the “Required Contribution DateCure Amount”), will, at . In no event shall the written request of Borrowing Agent, Cure Amount be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing complying with the Financial Condition Covenants as set forth herein. The Cure Amount will be used solely to prepay the Term Loans and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity. The Cure Right may be exercised not more than two (2) Specified Contributions made during two times in any four (4) consecutive fiscal quarter periodquarters period (and may not be exercised in consecutive fiscal quarters), and no Specified Contribution in any two not more than four (24) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, times prior to the later of (dx) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and Revolving Termination Date or (ey) the reduction in total Indebtedness resulting from such application Term Loan Maturity Date. Upon the Administrative Agent’s receipt of the Specified Contribution Cure Amount, the Financial Condition Covenants shall not be taken into account recalculated (for purposes of measuring compliance with the financial covenants in this Section 6.5 during such period and shall be so calculated for any subsequent period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt in respect of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution Cure Right was exercised) giving effect to the Obligations, the applicable Curable Defaults shall be deemed waived.following pro forma adjustments:

Equity Cure Right. (a) Notwithstanding anything to the foregoingcontrary contained in Section 7.01, if an Event for purposes of Default occurs as a result of Borrowers’ failure to comply determining compliance with the financial covenants set forth in Section 6.5(a6.14(a) and Section 6.5(b6.14(b) (a as referred to in this Section 7.02, the “Curable DefaultSpecified Financial Covenants”), an equity contribution to Innovex (in as applicable, the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (Borrower shall have the “Specified Contribution”) sufficient right to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after at any time following the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until (beginning with the first full fiscal quarter following the Closing Dateand including) but prior to the day that is twenty five (205) Business Days after the day on which financial statements Financials are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (Fiscal Quarter, issue Qualified Equity Interests for cash or otherwise receive cash contributions in respect of its Qualified Equity Interests, and upon the “Required Contribution Date”)receipt by the Borrower of the cash proceeds of such issuance or contribution, such cash proceeds will, at the written request option of Borrowing Agentthe Borrower, be included in the calculations calculation of EBITDA Consolidated Total Capitalization and Consolidated Net Worth, solely for the purposes of determining compliance with such financial covenants the Specified Financial Covenants at the end of such fiscal quarter and Fiscal Quarter (any subsequent testing period that includes such fiscal quarterproceeds so included in the calculation of such Specified Financial Covenants, a “Specified Equity Contribution”); provided further that (a) in each four consecutive Fiscal Quarter period, there shall be at least two Fiscal Quarters in respect of which no Specified Equity Contribution is made, (b) no more than four (4) Specified Equity Contributions may be made under the maximum credit facilities established hereby, (c) for purposes of this Section 7.02, the amount of any Specified Equity Contribution will shall be no greater than the minimum amount required to cause Borrowers the Borrower to be in compliance (on a Pro Forma Basis) with Section 6.5; such Specified Financial Covenants, as applicable, (bd) the use of proceeds from any all Specified Contribution will Equity Contributions shall be disregarded solely for all other purposes under this Agreement of determining the “Consolidated Leverage Ratio” for purposes of any determination of the “Applicable Rate”, and (e) for purposes of determining such compliance with the Other Documents Specified Financial Covenants, there shall be no pro forma reduction in Indebtedness for Indebtedness repaid with proceeds of a Specified Equity Contribution (includingexcept with respect to quarters that commence after the last day of any Fiscal Quarter in respect of which a Specified Equity Contribution is made, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the such proceeds of all a Specified Contributions will be paid to Agent and Equity Contribution are actually applied to prepay Indebtedness). (b) If Parent gives the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Administrative Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty make a Specified Equity Contribution before or within five (305) days Business Days after the end of the calendar month or fiscal quarter as of date on which such Curable Financials are due, no Event of Default occurred, which cure notice shall set forth the calculation of the applicable amount in respect of the Specified Financial Covenants (and no other Default or Event of Default as a result thereof) that would be cured by the making of such Specified Equity Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedto have occurred (and for the avoidance of doubt, none of Administrative Agent, any Lender or any Issuing Bank shall have the right to accelerate the Loans, terminate any Commitment or otherwise take any action under Section 7.01 with respect thereto) unless and until Parent fails to make such Specified Equity Contribution on or prior to the date that is five (5) Business Days after the date such Financials were due; provided that until such Specified Equity Contribution is received by the Borrower (i) no Revolving Loan nor issuance or extension of any Letter of Credit shall be required to be made by any Lender and (ii) no permitted action conditioned upon the absence of a Default or Event of Default may be taken, and no carve-out or basket conditioned upon the absence of a Default or Event of Default may be utilized.

Equity Cure Right. Notwithstanding the foregoingprovisions of Section 10.5 or Article XI to the contrary, if an Holdings may, but shall not be obligated to, cure any potential Event of Default occurs as a result of Borrowers’ failure to comply with under Section 6.5(a) and Section 6.5(b) 6.5 (a “Curable Financial Covenant Default”), an equity ) by making a capital contribution to Innovex (into Borrowers in the form of common new cash equity or other equity having terms acceptable to Agent in its Permitted Discretion) contributions in an aggregate principal amount equal to or greater than the amount (the “Specified ContributionEBITDA Shortfall Amount”) sufficient tothat, when added to EBITDA as more fully set forth belowon a dollar-for-dollar basis for the relevant testing period, cause would have caused Borrowers to be in full compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 testing period (the each, an “Required Contribution DateEquity Cure”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum such Equity Cure shall be in an aggregate minimum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be $1,000,000 and in compliance with Section 6.5; integral multiples of $500,000 thereafter, (b) such Equity Cure must be effected no later than 10 days after the use delivery of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement the Compliance Certificate (or the date on which such Compliance Certificate was required to have been delivered to Agent) detailing the respective Financial Covenant Calculations prior to exercise of the Equity Cure Right and the Other Documents (includingpro-forma result following exercise of the Equity Cure Right, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions Equity Cures may be made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case quarters during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterlythe Term, (d) each such Equity Cure shall be delivered by wire transfer of immediately available funds to one of Borrower’s Depositary Accounts, as specified by Agent, for application to the proceeds outstanding principal amount of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement Revolving Advances; and (e) notwithstanding anything to the reduction contrary contained in total Indebtedness resulting the foregoing, no such rights to effectuate an Equity Cure may be exercised in any case where the potential Event of Default under Section 6.5, after taking into account any prior Equity Cure exercised in the preceding three (3) quarters (not to exceed $5,000,000), arises from Borrowers having a Fixed Charge Coverage Ratio, measured on a rolling four quarter basis, of less than .75 to 1.0. Upon the receipt by Borrowers of each such application Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments: (a) EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default under Section 6.5, with respect to the relevant testing period and all future testing periods that includes the last month of the Specified Contribution testing period in respect of which such Equity Cure was made; and (b) if, after giving effect to the foregoing recalculations, Borrowers shall not then be taken into account for purposes of measuring in compliance with the financial covenants in this requirements of Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred6.5, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults Borrowers shall be deemed waivedto have satisfied the requirements of Section 6.5, with the same effect as though there had been no failure to comply therewith.

Equity Cure Right. Notwithstanding the foregoingforegoing Section 6.5(a), if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (resulting from Borrowers issuing Equity Interests in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) exchange for cash, in an amount (the “Specified Contribution”) sufficient to, when added to Adjusted EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 6.5(a) after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”)9.8, will, at the written request of Borrowing Agent, and without duplicative effect, be included in the calculations of Adjusted EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.56.5(a); (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating Adjusted EBITDA for purposes of determining basket levels, pricing and other items governed by reference to Adjusted EBITDA or that include Adjusted EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, ; (d) there shall be no more than foursix (46) Specified Contributions made during the Term; and (e) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance accordance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified ContributionOrder of Other Collateral Proceeds Application. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the CollateralCollateral or any other rights and remedies provided in Section 11.1. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.. [PHI Group] Revolving Credit, Term Loan and Security Agreement

Equity Cure Right. Notwithstanding the foregoing, if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for [Innovex] 2nd A&R Credit Agreement 111 all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

Equity Cure Right. Notwithstanding In the foregoing, if an Event of Default occurs as a result of Borrowers’ failure event the Borrower fails to comply with the financial covenant contained in Section 6.5(a6.12(b) and Section 6.5(bor (d) (a “Curable Specified Financial Covenant Default”), an equity contribution the Borrower shall have the right to Innovex (in cure such Event of Default on the form of common equity or other equity having following terms acceptable to Agent in its Permitted Discretion) in an amount and conditions (the “Equity Cure Right”): (a) In the event the Borrower desires to cure any Specified ContributionFinancial Covenant Default, the Borrower shall deliver to Administrative Agent irrevocable written notice of its intent to cure (an “Equity Cure Notice”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 no later than five (5) days after the date on which financial statements and a Compliance Certificate for the period ending on the last day of the fiscal quarter for with respect to which such Event of Specified Financial Covenant Default occurred (beginning with the first full “Testing Date”) are required to be delivered; provided, that in each consecutive four fiscal quarter following period there will be at least two fiscal quarters in which no Equity Cure Right is exercised and there shall be no more than five (5) uses of the Closing DateEquity Cure Right in total during the term of this Agreement. The Equity Cure Notice shall set forth the calculation of the applicable Financial Covenant Cure Amount. (b) but prior In the event the Borrower delivers an Equity Cure Notice, a cash equity contribution shall be made to the Borrower (funded with proceeds of common equity (or such other form of equity reasonably satisfactory to the Administrative Agent) issued by the Borrower or by Holdings and contributed to the Borrower) (“Equity Cure Securities”) on the day that is twenty no more than ten (2010) Business Days days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”) in an amount equal to the amount needed to cure the applicable Specified Financial Covenant Defaults (the “Financial Covenant Cure Amount”), will, at . Such Financial Covenant Cure Amount received by the written request of Borrowing Agent, Borrower shall be included in the calculations of calculation for Adjusted EBITDA solely for the purposes of determining compliance with such the financial covenants covenant giving rise to the applicable Specified Financial Covenant Default at the end of such the fiscal quarter in which such Specified Financial Covenant Default occurred and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will quarter but shall be disregarded for purposes of the calculation of Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, calculating EBITDA including for purposes of determining basket levelspricing, pricing and financial ratio-based conditions or other items governed by reference baskets with respect to EBITDA or that include EBITDA covenants contained in the determination thereof in any respect); Loan Documents. (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter periodIf an Equity Cure Notice has been delivered, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) then from the proceeds of all Specified Contributions will be paid Testing Date related to Agent and applied such Equity Cure Notice until the earlier to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application occur of the Specified Required Contribution shall Date and the date on which Administrative Agent is notified that the required contribution will not be taken into account for purposes made, the Event of measuring compliance with Default on the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation basis of the applicable amount of the Specified Contribution necessary to cure such Curable Financial Covenant Default and upon receipt in respect of which the Equity Cure Notice was delivered shall no longer be deemed to exist and neither Administrative Agent and Lenders nor any Lender shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies (including enforcement remedies) against the CollateralBorrower, any other Loan Party or any of their respective properties solely as a result of the Specified Financial Covenant Default that has been cured by the Equity Cure Right pursuant to the terms hereof; provided that until timely receipt of the Financial Covenant Cure Amount, an Event of Default shall be deemed to exist for all other purposes of this Agreement. Upon timely receipt by Agent the Borrower in cash of the applicable Specified Contribution and application of the Specified Contribution to the ObligationsFinancial Covenant Cure Amount, the applicable Curable Defaults Financial Covenant Default shall be deemed waivedcured. All proceeds from the issuance of Equity Cure Securities shall be required to repay the Loans in accordance with Section 2.8(b)(i).

Equity Cure Right. Notwithstanding In the foregoing, if an Event of Default occurs as a result of Borrowers’ failure event the Borrower fails to comply with either of the Financial Covenants set forth in Section 6.5(a6.14(b) and Section 6.5(bor 6.14(c) as of any applicable measurement date or for any applicable measurement period (a “Curable Default”as applicable), an any cash equity contribution to Innovex ACP (in the form funded with proceeds of common equity (or the equivalent) issued by Holdings or other equity issued by Holdings having terms reasonably acceptable to the Administrative Agent and the Required Lenders and in its Permitted Discretionany case not constituting Disqualified Stock) in an amount within ten (the “Specified Contribution”10) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which days following such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), measurement date will, at the written request irrevocable election of Borrowing Agentthe Borrower, be included in the calculations calculation of ACP Adjusted EBITDA and/or ACP Net Worth, as applicable, solely for the purposes of determining compliance with such financial covenants Financial Covenants at the applicable measurement date or end of such fiscal quarter the applicable measurement period and any subsequent testing period that includes such fiscal quarterdate or period (any such equity contribution so included in the calculation of ACP Adjusted EBITDA and/or ACP Net Worth, a “Specified Equity Contribution”); provided further provided, that (ai) notice of the Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the day on which the Financial Covenant is required to be measured pursuant hereto, (ii) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is made, (iii) the maximum amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers the Borrower to be in compliance with Section 6.5; such Financial Covenants, (biv) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of ACP Adjusted EBITDA and ACP Net Worth for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, pricing and pricing, determination of other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); thereto and (cv) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Equity Contributions will be paid to Agent and applied to prepay the Advances made in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days aggregate after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedEffective Date.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if an Event of Default occurs as a result of Borrowers’ failure in the event that the Borrowers fail to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form requirements of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully financial covenant set forth belowin Section 7.18, cause Borrowers to be in compliance with this Section 6.5 after the last day of the applicable fiscal quarter and until the expiration of the tenth day after the date on which the compliance certificate is required to be delivered pursuant to Section 7.08, Operating and Capricorn Holdings shall have the right to issue Equity Interests (other than Disqualified Equity Interests) for cash or otherwise receive cash contributions to the capital of Operating and/or Capricorn Holdings (in each case, other than issuances to, or cash contributions from, any Borrower or any of their respective Subsidiaries) and apply the amount of the proceeds thereof to increase Combined EBITDA with respect to the applicable fiscal quarter of the Borrowers (the “Cure Right”); provided that (a) such proceeds are actually received by Operating and/or Capricorn Holdings, as the case may be, no later than ten days after the date on which the compliance certificate is required to be delivered pursuant to Section 7.08, (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Combined EBITDA) (the “Cure Amount”) such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to under Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely 7.18 for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (includingapplicable period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there the Cure Right shall not be no exercised more than two (2) Specified Contributions made four times during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) term of this Agreement and (ed) the reduction in total Indebtedness resulting from such application each period of four consecutive fiscal quarters of the Specified Contribution Borrowers, there shall be at least two consecutive fiscal quarters during which the Cure Right is not be taken into account for purposes of measuring exercised. If, after giving effect to the foregoing adjustment, the Borrowers are in compliance with the financial covenants covenant set forth in Section 7.18, then the Borrowers shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 6.5 during may not be relied on for purposes of calculating any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent financial ratios other than as applicable to Section 7.18 and shall deliver not result in any adjustment to Agent irrevocable written notice of its intent to cure any such Curable Default no later amounts, other than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary Combined EBITDA referred to cure such Curable Default and upon receipt of which in the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedimmediately preceding sentence.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Article VIII, if an Event of in the event any Default occurs as a result of Borrowers’ failure arises due to comply non-compliance with any covenant set forth in Section 6.5(a7.10(b) and or Section 6.5(b7.10(c) (a “Curable Financial Covenant Default”), an any equity contribution to Innovex (in the form of common equity equity, Crestview Preferred Stock (provided that the terms of Crestview Preferred Stock shall be modified to exclude any payment in cash or any other property (other than payment in kind) of dividends or other distributions, including any sinking fund or similar deposit, payments on account of mandatory purchase, redemption, retirement, acquisition, cancellation or termination) or other equity (including preferred equity but excluding any Disqualified Capital Stock) having terms reasonably acceptable to Agent in its Permitted Discretionthe Administrative Agent) in an amount (made to the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 Top Borrower after the last day of the any fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but and on or prior to the day that is twenty ten (2010) Business Days after the day on which financial statements are required to be delivered to Agent for such that fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), ) will, at the written request of Borrowing Agentthe Top Borrower, be included in the calculations calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarterquarter (any such equity contribution, a “Specified Equity Contribution”); provided further that (a) notice of the maximum Top Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the day on which the financial statements are required to be delivered for the applicable fiscal quarter, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrowers the Top Borrower to be in compliance with the financial covenants set forth in Section 6.5; 7.10(b) or Section 7.10(c). as applicable, (bc) all Specified Equity Contributions and the use of proceeds from any Specified Contribution therefrom will be disregarded for all other purposes under this Agreement and the Other Loan Documents (including, to the extent applicable, including for cash netting purposes and for calculating Consolidated EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or Consolidated EBITDA) for such fiscal quarter and any subsequent period that include EBITDA includes such fiscal quarter, (d) there shall be no more than five Specified Equity Contributions made in the determination thereof in any respect); aggregate after the Closing Date, (ce) there shall be no more than two (2) Specified Equity Contributions made during any each four (4) consecutive fiscal quarter period, period and no Specified Contribution in (e) any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) Indebtedness repaid with the proceeds of all Specified Equity Contributions will shall be paid to Agent and applied to prepay deemed outstanding for purposes of determining compliance with the Advances in the manner covenants set forth in Section 2.20(d7.10(b) of this Agreement and (eor Section 7.10(c) for the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of in which such Curable Default occurredIndebtedness is repaid. Upon actual receipt and designation of such Specified Equity Contribution, which cure notice the applicable Financial Covenant Defaults shall set forth be deemed cured hereunder without any other action required and the calculation requirements of Section 7.10(b) or Section 7.10(c), as applicable, shall be deemed to have been satisfied as of the applicable amount of date with the Specified same effect as though there had been no Financial Covenant Default at such date or thereafter. Prior to or on the Required Contribution necessary Date (solely to the extent the Top Borrower has the ability to cure such Curable a Financial Covenant Default and upon receipt of which pursuant to this Section 7.10(d)), neither the Administrative Agent and Lenders nor any Lender shall not be permitted to impose the Default Ratedefault interest, accelerate the Obligations or exercise any rights or remedies other remedy against the Collateral. Upon timely receipt by Agent in cash Top Borrower, any other Loan Party or any Collateral solely on the basis of the applicable Specified Contribution Financial Covenant Default hereunder. Notwithstanding the foregoing, the Top Borrower shall not be permitted to make any Borrowing of Revolving Loans and application no new Letters of Credit shall be issued until the Top Borrower has received the Specified Equity Contribution to or all Defaults have been otherwise waived in accordance with the Obligations, the applicable Curable Defaults shall be deemed waivedterms herein.

Equity Cure Right. Notwithstanding the foregoingprovisions of Section 10.5 or this Article XI to the contrary, if an any Original Owner or any of its Affiliates may, but shall not be obligated to, cure any potential Event of Default occurs as a result under Section 6.5 (such Event of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (Default, a “Curable Financial Covenant Default”), an equity ) by making a capital contribution to Innovex (into Holdings in the form of common new cash equity contributions or other equity having terms acceptable the provision ofby providing to Agent in its Permitted Discretion) Holdings of the cash proceeds of unsecured Subordinated Indebtedness in an aggregate amount, in either case, equal to the amount (the “Specified Contribution”) sufficient tothat, when added to EBITDA as more fully set forth belowon a dollar-for-dollar basis for the relevant testing period, cause would have caused the Borrowers to be in full compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 testing period (the each, an “Required Contribution DateEquity Cure”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) such Equity Cure must be effected no later than ten (10) days after the maximum amount delivery of any Specified Contribution will be no greater than the amount Compliance Certificate describing the applicable Financial Covenant Default (or the date on which such Compliance Certificate was required to cause Borrowers have been delivered to be in compliance with Section 6.5; the Agent), (b) the use no more than one (1) Equity Cure may be made in respect of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (includingfour-quarter fiscal period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions Equity Cures may be made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterlythe term of this Agreement, (d) the proceeds amount of such Equity Cure may not exceed the aggregate amount necessary to cure the Financial Covenant Default and (e) on the date of such Equity Cure, Borrowers shall have Undrawn Availability, calculated on an average basis for the period of ten (10) consecutive Business Days ending on such date, of not less than $2,500,000. Upon the receipt by Holdings of each such Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments: (a) EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default under Section 6.5 (and not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with respect to the relevant four-quarter fiscal period and all Specified Contributions will future four-quarter fiscal periods that includes the fiscal quarter in respect of which such Equity Cure was made; and ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 (b) if, after giving effect to the foregoing recalculations, Borrowers shall then be paid in compliance with the requirements of Section 6.5, Borrowers shall be deemed to Agent have satisfied the requirements of Section 6.5 (solely for purposes of determining compliance with Section 6.5, and applied not pro forma compliance with Section 6.5 required by any other provision of this Agreement, with the same effect as though there had been no failure to prepay comply therewith, and the Advances in the manner set forth in Section 2.20(d) Financial Covenant Default that had occurred shall be deemed not to have occurred for purposes of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedOther Documents.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Articles VII or VIII, if an Event of in the event any Default occurs as a result of Borrowers’ failure arises due to comply non-compliance with any covenant set forth in Section 6.5(a) and 6.23.1 or Section 6.5(b) 6.23.2 (a “Curable Financial Covenant Default”), an any equity contribution to Innovex (in the form of common equity or other equity (including preferred equity but excluding any Disqualified Capital Stock) having terms reasonably acceptable to Agent in its Permitted Discretionthe Administrative Agent) in an amount (made to the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 Borrower after the last day of the any fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but and on or prior to the day that is twenty ten (2010) Business Days after the day on which financial statements are required to be delivered to Agent for such that fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), ) will, at the written request of Borrowing Agentthe Borrower, be included in the calculations calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarterquarter (any such equity contribution, a “Specified Equity Contribution”); provided further that (a) notice of the maximum Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the day on which the financial statements are required to be delivered for the applicable fiscal quarter, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrowers the Borrower to be in compliance with the financial covenants set forth in Section 6.5; 6.23.1 and/or 6.23.2, as applicable, (bc) all Specified Equity Contributions and the use of proceeds from any Specified Contribution therefrom will be disregarded for all other purposes under this Agreement and the Other Credit Documents (including, to the extent applicable, including for cash netting purposes and for calculating Consolidated EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or Consolidated EBITDA) for such fiscal quarter and any subsequent period that include EBITDA in the determination thereof in any respect); includes such fiscal quarter, (cd) there shall be no more than two (2) four Specified Equity Contributions made during in the aggregate after the Amendment No. 3 Effective Date and (e) any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) Indebtedness repaid with the proceeds of all Specified Equity Contributions will shall be paid to Agent and applied to prepay deemed outstanding for purposes of determining compliance with the Advances in the manner covenants set forth in Section 2.20(d) of this Agreement and (e) 6.23.1 or Section 6.23.2 for the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of in which such Curable Default occurredIndebtedness is repaid. Upon actual receipt and designation of such Specified Equity Contribution, which cure notice the applicable Financial Covenant Defaults shall set forth be deemed cured hereunder without any other action required and the calculation requirements of Section 6.23.1 and/or Section 6.23.2, as applicable, shall be deemed to have been satisfied as of the applicable amount of date with the Specified same effect as though there had been no Financial Covenant Default at such date or thereafter. Prior to or on the Required Contribution necessary Date (solely to the extent the Borrower has the ability to cure such Curable a Financial Covenant Default and upon receipt of which pursuant to this Section 6.23.4), neither the Administrative Agent and Lenders nor any Lender shall not be permitted to impose the Default Ratedefault interest, accelerate the Obligations or exercise any rights or remedies remedy against the Collateral. Upon timely receipt by Agent in cash Borrower, any other Credit Party or any Collateral solely on the basis of the applicable Specified Contribution Financial Covenant Default hereunder. Notwithstanding the foregoing, the Borrower shall not be permitted to make any Borrowing of Revolving Loans and application no new Letters of Credit shall be issued until the Borrower has received the Specified Equity Contribution to or all Defaults have been otherwise waived in accordance with the Obligations, the applicable Curable Defaults shall be deemed waivedterms herein.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if solely for the purpose of determining whether an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in has occurred under the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Total Net Leverage Ratio set forth belowin Section 6.08(a) as of the last day of any Fiscal Quarter, cause Borrowers to be in compliance with this Section 6.5 for the period commencing after the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until the tenth (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (2010) Business Days Day after the day date on which financial statements for such Fiscal Quarter are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.01(b) (or in the case of the fourth Fiscal Quarter, the financial statements delivered pursuant to Section 5.01(c)) (the “Required Contribution DateCure Deadline”), will, at the written request Initial Borrower shall have the right to designate the net Cash proceeds from a Permitted Stock Issuance prior to the Cure Deadline as an increase of Borrowing Agent, be included in the calculations of Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided further that (a) the maximum Specified Equity Contribution is actually received by a Borrower after the last day of the applicable Fiscal Quarter and no later than the Cure Deadline, (b) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers the Initial Borrower to be in compliance with Section 6.5; the Financial Covenant, (bd) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, financial ratio based conditions, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); Consolidated Adjusted EBITDA, (ce) there shall be no more than two five (25) Specified Equity Contributions made during any four in the aggregate after the Closing Date and (4f) consecutive fiscal quarter period, and there shall be no Specified Contribution pro forma or other reduction in any two Indebtedness (2including by way of Cash netting) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) using the proceeds of all any Specified Contributions will be paid to Agent and applied to prepay the Advances Equity Contribution in the manner set forth determination of the Financial Covenant (or any other leverage ratio) for the appropriate Fiscal Quarter in Section 2.20(dwhich such Specified Equity Contribution was made. Upon the making of any Specified Equity Contribution in accordance with the previous sentence, the Financial Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (A) Consolidated Adjusted EBITDA for such Fiscal Quarter shall be increased with respect to such applicable Fiscal Quarter (solely for the purposes of this Agreement determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter), by an amount equal to the Specified Equity Contribution; and (eB) if, after giving effect to the reduction foregoing recalculations, the Initial Borrower shall then be in total Indebtedness resulting from such application compliance with the requirements of the Specified Contribution Financial Covenant, the Initial Borrower shall not be taken into account deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of measuring compliance with this Agreement. Notwithstanding anything herein to the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting contrary, upon receipt by Administrative Agent of a notice from a Specified Contribution. Borrowing Agent shall deliver the Borrower Representative prior to Agent irrevocable written notice the Cure Deadline of its intent to cure such Event of Default (“Notice of Intent to Cure”), through the Cure Deadline (i) no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such Curable failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Deadline; provided, that if a Default no later than thirty (30) days after or an Event of Default would have occurred and be continuing had the end of Borrower not had the calendar month or fiscal quarter option to exercise the cure right as of which such Curable Default occurred, which cure notice shall set forth above and not exercised such NAI-1537228099v31537241654v2 cure right pursuant to the calculation of foregoing provisions, the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders Borrowers shall not be permitted, from the applicable date of receipt by the Administrative Agent of the Notice of Intent to Cure with respect to the applicable fiscal quarter, until such Default or Event of Default is cured in accordance with the terms of this Section 6.08 or otherwise or waived in accordance with Section 10.05, take any actions which would otherwise be prohibited under this Agreement upon the occurrence and during the continuation of any Default or Event of Default, unless otherwise agreed by the Required Class Lenders and (ii) no Borrower shall be permitted to impose borrow Revolving Loans or Swing Line Loans and new Letters of Credit shall not be issued unless and until the Specified Equity Contribution is made or all existing Events of Default Rate, accelerate are waived or cured or otherwise agreed by the Obligations or exercise any rights or remedies against the CollateralRequisite Revolving Credit Lenders. Upon timely the receipt by Agent in cash of the applicable any Specified Contribution and application Equity Contribution, any Default or Event of the Specified Contribution Default with respect to the Obligations, failure to comply with the applicable Curable Defaults Financial Covenant shall be deemed waivedto have been cured and no longer continuing. No Specified Equity Contribution shall have been previously applied to (i) increase the Available Amount, (ii) make any Consolidated Capital Expenditures, (iii) incur Indebtedness pursuant to Section 6.01(p) or (iii) make an Investment pursuant to Section 6.07(m) or (s).

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 7.01, if an Event of Default occurs as a result of Borrowers’ failure the Borrower fails to comply with the requirements of Section 6.5(a) and Section 6.5(b) 6.01 for any fiscal quarter (a “Curable Default”including, for the avoidance of doubt, the fourth fiscal quarter of the fiscal year), an equity contribution to Innovex (in then during the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount period (the “Specified ContributionApplicable Period”) sufficient to, when added commencing on the later to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after occur of (1) the day following the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes (2) the day the Borrower obtains knowledge of a failure to comply with the requirements of Section 6.01 for such fiscal quarter, and ending on (X) the tenth day after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.02(h) (in the case of clause (1)) or (Y) the tenth day following the date on which the Borrower obtains such knowledge (in the case of clause (2)), the Borrower shall have the right to issue Common Stock for cash or otherwise receive cash contributions to the capital of the Borrower and, in each case, to contribute any such cash to the capital of the Borrower and apply the amount of the proceeds thereof (up to the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 6.01 for the applicable period) (any such contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”) to increase Consolidated EBITDA with respect to the applicable fiscal quarter of the Borrower (the “Cure Right”), which increase shall continue to be included in Consolidated EBITDA for so long as such fiscal quarter is part of any trailing four fiscal quarter period included in the calculation of the financial covenant set forth in Section 6.01; provided further that (a) such proceeds are actually received by the maximum amount of any Specified Contribution will be Borrower no greater later than the amount required to cause Borrowers to be in compliance with Section 6.5; last day of such Applicable Period, (b) the use of proceeds from any Specified Contribution will Cure Right shall not be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no exercised more than two (2) Specified Contributions made four times during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) term of this Agreement and (ec) in each period of four consecutive fiscal quarters of the Borrower, there shall be at least two fiscal quarters during which the Cure Right is not exercised; provided further that, for the avoidance of doubt, during such Applicable Period (A) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose exercise remedies with respect to such breach of Section 6.01 and (Y) unless such Specified Equity Contribution is made prior the Default Rateexpiration of such Applicable Period), accelerate the Obligations Borrower shall not be permitted to make any new Revolving Credit Borrowing or exercise request (x) the issuance of any rights new Letter of Credit or remedies against (y) the Collateralamendment, extension or renewal of any existing Letter of Credit that would increase the face amount available to be drawn thereunder (it being understood and agreed that any refinancing of Borrowings pursuant to Section 2.14 shall not constitute the making of a new Revolving Credit Borrowing). Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution If, after giving effect to the Obligationsforegoing adjustment, the applicable Curable Defaults Borrower is in compliance with the financial covenant set forth in Section 6.01, then the Borrower shall be deemed waivedto have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to determining compliance with Section 6.01 (and not for the purposes of any basket contained in Article VI) and shall not result in any adjustment to any amounts, other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if solely for the purpose of determining whether an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in has occurred under the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Total Net Leverage Ratio set forth belowin Section 6.08(a) as of the last day of any Fiscal Quarter, cause Borrowers to be in compliance with this Section 6.5 for the period commencing after the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until the tenth (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (2010) Business Days Day after the day date on which financial statements for such Fiscal Quarter are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.01(b) (or in the case of the fourth Fiscal Quarter, the financial statements delivered pursuant to Section 5.01(c)) (the “Required Contribution DateCure Deadline”), will, at the written request Initial Borrower shall have the right to designate the net Cash proceeds from a Permitted Stock Issuance prior to the Cure Deadline as an increase of Borrowing Agent, be included in the calculations of Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided further that (a) the maximum Specified Equity Contribution is actually received by a Borrower after the last day of the applicable Fiscal Quarter and no later than the Cure Deadline, (b) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers the Initial Borrower to be in compliance with Section 6.5; the Financial Covenant, (bd) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, financial ratio based conditions, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); Consolidated Adjusted EBITDA, (ce) there shall be no more than two five (25) Specified Equity Contributions made during any four in the aggregate after the Closing Date and (4f) consecutive fiscal quarter period, and there shall be no Specified Contribution pro forma or other reduction in any two Indebtedness (2including by way of Cash netting) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) using the proceeds of all any Specified Contributions will be paid to Agent and applied to prepay the Advances Equity Contribution in the manner set forth determination of the Financial Covenant (or any other leverage ratio) for the appropriate Fiscal Quarter in Section 2.20(dwhich such Specified Equity Contribution was made. Upon the making of any Specified Equity Contribution in accordance with the previous sentence, the Financial Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (A) Consolidated Adjusted EBITDA for such Fiscal Quarter shall be increased with respect to such applicable Fiscal Quarter (solely for the purposes of this Agreement determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter), by an amount equal to the Specified Equity Contribution; and (eB) if, after giving effect to the reduction foregoing recalculations, the Initial Borrower shall then be in total Indebtedness resulting from such application compliance with the requirements of the Specified Contribution Financial Covenant, the Initial Borrower shall not be taken into account deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of measuring compliance with this Agreement. Notwithstanding anything herein to the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting contrary, upon receipt by Administrative Agent of a notice from a Specified Contribution. Borrowing Agent shall deliver the Borrower Representative prior to Agent irrevocable written notice the Cure Deadline of its intent to cure such Event of Default (“Notice of Intent to Cure”), through the Cure Deadline (i) no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such Curable failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Deadline; provided, that if a Default no later than thirty (30) days after or an Event of Default would have occurred and be continuing had the end of Borrower not had the calendar month or fiscal quarter option to exercise the cure right as of which such Curable Default occurred, which cure notice shall set forth above and not exercised such cure right pursuant to the calculation of foregoing provisions, the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders Borrowers shall not be permitted, from the applicable date of receipt by the Administrative Agent of the Notice of Intent to Cure with respect to the applicable fiscal quarter, until such Default or Event of Default is cured in accordance with the terms of this Section 6.08 or otherwise or waived in accordance with Section 10.05, take any actions which would otherwise be prohibited under this Agreement upon the occurrence and during the continuation of any Default or Event of Default, unless otherwise agreed by the Required Class Lenders and (ii) no Borrower shall be permitted to impose borrow NAI-1537241654v2 Revolving Loans or Swing Line Loans and new Letters of Credit shall not be issued unless and until the Specified Equity Contribution is made or all existing Events of Default Rate, accelerate are waived or cured or otherwise agreed by the Obligations or exercise any rights or remedies against the CollateralRequisite Revolving Credit Lenders. Upon timely the receipt by Agent in cash of the applicable any Specified Contribution and application Equity Contribution, any Default or Event of the Specified Contribution Default with respect to the Obligations, failure to comply with the applicable Curable Defaults Financial Covenant shall be deemed waivedto have been cured and no longer continuing. No Specified Equity Contribution shall have been previously applied to (i) increase the Available Amount, (ii) make any Consolidated Capital Expenditures, (iii) incur Indebtedness pursuant to Section 6.01(p) or (iii) make an Investment pursuant to Section 6.07(m) or (s).

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if solely for the purpose of determining whether an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in has occurred under the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Total Net Leverage Ratio set forth belowin Section 6.08(a) as of the last day of any Fiscal Quarter, cause Borrowers to be in compliance with this Section 6.5 for the period commencing after the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until the tenth (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (2010) Business Days Day after the day date on which financial statements for such Fiscal Quarter are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.01(b) (or in the case of the fourth Fiscal Quarter, the financial statements delivered pursuant to Section 5.01(c)) (the “Required Contribution DateCure Deadline”), will, at the written request Initial Borrower shall have the right to designate the net Cash proceeds from a Permitted Stock Issuance prior to the Cure Deadline as an increase of Borrowing Agent, be included in the calculations of Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided further that (a) the maximum Specified Equity Contribution is actually received by a Borrower after the last day of the applicable Fiscal Quarter and no later than the Cure Deadline, (b) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers the Initial Borrower to be in compliance with Section 6.5; the Financial Covenant, (bd) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, financial ratio based conditions, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); Consolidated Adjusted EBITDA, (ce) there shall be no more than two five (25) Specified Equity Contributions made during any four in the aggregate after the Closing Date and (4f) consecutive fiscal quarter period, and there shall be no Specified Contribution pro forma or other reduction in any two Indebtedness (2including by way of Cash netting) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) using the proceeds of all any Specified Contributions will be paid to Agent and applied to prepay the Advances Equity Contribution in the manner set forth determination of the Financial Covenant (or any other leverage ratio) for the appropriate Fiscal Quarter in Section 2.20(dwhich such Specified Equity Contribution was made. Upon the making of any Specified Equity Contribution in accordance with the previous sentence, the Financial Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (A) Consolidated Adjusted EBITDA for such Fiscal Quarter shall be increased with respect to such applicable Fiscal Quarter (solely for the purposes of this Agreement determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period DOC ID - 36220401.1 that includes such Fiscal Quarter), by an amount equal to the Specified Equity Contribution; and (eB) if, after giving effect to the reduction foregoing recalculations, the Initial Borrower shall then be in total Indebtedness resulting from such application compliance with the requirements of the Specified Contribution Financial Covenant, the Initial Borrower shall not be taken into account deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of measuring compliance with this Agreement. Notwithstanding anything herein to the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting contrary, upon receipt by Administrative Agent of a notice from a Specified Contribution. Borrowing Agent shall deliver the Borrower Representative prior to Agent irrevocable written notice the Cure Deadline of its intent to cure such Event of Default (“Notice of Intent to Cure”), through the Cure Deadline (i) no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such Curable failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Deadline; provided, that if a Default no later than thirty (30) days after or an Event of Default would have occurred and be continuing had the end of Borrower not had the calendar month or fiscal quarter option to exercise the cure right as of which such Curable Default occurred, which cure notice shall set forth above and not exercised such cure right pursuant to the calculation of foregoing provisions, the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders Borrowers shall not be permitted, from the applicable date of receipt by the Administrative Agent of the Notice of Intent to Cure with respect to the applicable fiscal quarter, until such Default or Event of Default is cured in accordance with the terms of this Section 6.08 or otherwise or waived in accordance with Section 10.05, take any actions which would otherwise be prohibited under this Agreement upon the occurrence and during the continuation of any Default or Event of Default, unless otherwise agreed by the Required Class Lenders and (ii) no Borrower shall be permitted to impose borrow Revolving Loans or Swing Line Loans and new Letters of Credit shall not be issued unless and until the Specified Equity Contribution is made or all existing Events of Default Rate, accelerate are waived or cured or otherwise agreed by the Obligations or exercise any rights or remedies against the CollateralRequisite Revolving Credit Lenders. Upon timely the receipt by Agent in cash of the applicable any Specified Contribution and application Equity Contribution, any Default or Event of the Specified Contribution Default with respect to the Obligations, failure to comply with the applicable Curable Defaults Financial Covenant shall be deemed waivedto have been cured and no longer continuing. No Specified Equity Contribution shall have been previously applied to (i) increase the Available Amount, (ii) make any Consolidated Capital Expenditures, (iii) incur Indebtedness pursuant to Section 6.01(p) or (iii) make an Investment pursuant to Section 6.07(m) or (s).

Equity Cure Right. Notwithstanding In the foregoing, if event that an Event of Default occurs as a result would otherwise arise in respect of Borrowers’ failure to comply with any financial covenant set forth in Section 6.5(a) and Section 6.5(b) (a “Curable Default”8.01(i), an equity contribution to Innovex (in but not, for the form avoidance of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient todoubt, when added to EBITDA as more fully any financial covenant set forth belowin Section 8.01(t), cause Borrowers to be in compliance with this Section 6.5 until the expiration of the fifth (5th) Business Day after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day date on which financial statements are required to be delivered with respect to Agent the applicable calendar month hereunder, the Parent shall have the right to issue Equity Interests for cash or otherwise receive cash contributions to the capital of the Parent, contribute the proceeds thereof to SmileDirect, which shall be further contributed to the Borrower and the amount of the proceeds thereof will be applied by the Borrower to either (i) prepay the Loans in accordance with Section 2.03(a) hereof or (ii) remain on deposit in the Cash Reserve Account and, in each case the Permitted Loan Balance shall be recalculated after giving effect to the foregoing clauses (i) or (ii), as applicable to compliance with Section 8.01(i) hereof at such fiscal quarter pursuant to Section 9.8 time (and thereafter as necessary) (the “Required Contribution DateCure Right”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) such proceeds are actually received by SmileDirect no later than five (5) Business Days after such date on which the maximum amount of any Specified Contribution will be no greater than Loan Amount first exceeded the amount required to cause Borrowers to be in compliance with Section 6.5; Permitted Loan Balance, (b) no amounts in excess of the use amounts necessary to cure the Event(s) of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or Default that include EBITDA in the determination thereof in any respect); (c) there would otherwise have arisen shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid permitted to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring determining compliance with the financial covenants Section 8.01(i), but nothing in this Section 6.5 during 8.03 limits the right of any period Credit Party to receive a contribution of additional cash that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure does not conflict with any such Curable Default no later than thirty (30) days after the end other provision of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth Transaction Documents; (c) the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders Cure Right shall not be permitted exercised more than three (3) times during the term of this Agreement; and (d) the aggregate amount of all Cure Right proceeds during the term of this Agreement shall not exceed $15,000,000. Notwithstanding any provision of this Agreement to impose the Default Ratecontrary, accelerate if, after giving effect to the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of foregoing, there shall be no non-compliance with Section 8.01(i) for the applicable Specified Contribution and application calendar month, no Event of the Specified Contribution to the Obligations, the applicable Curable Defaults Default shall be deemed waivedto have arisen under such Section as of the relevant date of determination, with the same effect as though there had been no failure to comply on such date, and the applicable Event of Default that otherwise would have occurred shall be deemed cured for purposes of this Agreement.

Equity Cure Right. Notwithstanding the foregoingprovisions of Section 10.5 or this Article XI to the contrary, if an any Original Owner or any of its Affiliates may, but shall not be obligated to, cure any potential Event of Default occurs as a result under Section 6.5 (such Event of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (Default, a “Curable Financial Covenant Default”), an equity ) by making a capital contribution to Innovex (into Holdings in the form of common new cash equity or other equity having terms acceptable to Agent in its Permitted Discretion) contributions in an aggregate amount, in either case, equal to the amount (the “Specified Contribution”) sufficient tothat, when added to EBITDA as more fully set forth belowon a dollar-for-dollar basis for the relevant testing period, cause Borrowers would have caused the Issuer to be in full compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 testing period (the each, an “Required Contribution DateEquity Cure”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) such Equity Cure must be effected no later than 10 days after the maximum amount delivery of any Specified Contribution will be no greater than the amount Compliance Certificate describing the applicable Financial Covenant Default (or the date on which such Compliance Certificate was required to cause Borrowers have been delivered to be in compliance with Section 6.5; the Purchasers), (b) the use no more than one (1) Equity Cure may be made in respect of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (includingfour-quarter fiscal period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions Equity Cures may be made during any four (4) consecutive fiscal quarter period, the term of this Agreement; and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds amount of such Equity Cure may not exceed the aggregate amount necessary to cure the Financial Covenant Default. Upon the receipt by Holdings of each such Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments: (a) EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default under Section 6.5 (and not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with respect to the relevant four-quarter fiscal period and all Specified Contributions will future four-quarter fiscal periods that includes the fiscal quarterFiscal Quarter in respect of which such Equity Cure was made; and (b) if, after giving effect to the foregoing recalculations, the Issuer shall then be paid in compliance with the requirements of Section 6.5, the Issuer shall be deemed to Agent have satisfied the requirements of Section 6.5 (solely for purposes of determining compliance with Section 6.5, and applied not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with the same effect as though there had been no failure to prepay comply therewith, and the Advances in the manner set forth in Section 2.20(d) Financial Covenant Default that had occurred shall be deemed not to have occurred for purposes of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedother Note Documents.

Equity Cure Right. (a) Notwithstanding anything to the foregoingcontrary contained in Section 11.01, if an in the event of any Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully under any covenant set forth below, cause Borrowers to be in compliance with this Section 6.5 10.13 and until the expiration of the tenth (10th) day after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day date on which financial statements are required to be delivered with respect to Agent the applicable Fiscal Quarter hereunder, Holdings may engage in a Permitted Equity Issuance to any of the Permitted Holders and apply the amount of the Net Proceeds thereof to increase Consolidated EBITDA with respect to such applicable Fiscal Quarter; provided that such Net Proceeds (i) are actually received by the U.S. Borrower (including through capital contribution of such Net Proceeds by Holdings to the U.S. Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such Fiscal Quarter hereunder and (ii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 10.13, as applicable, for such fiscal quarter pursuant any applicable Fiscal Quarter. The parties hereby acknowledge that this Section 11.02 may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, be included 10.13 and shall not result in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of adjustment to any Specified Contribution will be no greater amounts other than the amount required of the Consolidated EBITDA referred to cause Borrowers to be in compliance with Section 6.5; the immediately preceding sentence. (b) Notwithstanding the use provisions of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (includingSection 11.02(a), to the extent applicablein each period of four Fiscal Quarters, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any at least two (2) consecutive quarters, in each case during any time Fiscal Quarters in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner no cure set forth in Section 2.20(d11.02(a) is made.”. 82. Each of the Credit Agreement and each other Credit Document is hereby further amended by deleting each occurrence of the text “Section 11” appearing therein (except as modified in Section 3 of this Second Amendment and the reference appearing in the title to such Section) and inserting the text “Section 11.01” in lieu thereof. 83. Section 13.07(a) of this the Credit Agreement is hereby amended by (i) inserting the text “and certain calculations shall take account of the financial condition and performance of Non-Consolidated Joint Ventures” immediately after the text “on a Pro Forma Basis” appearing in said Section and (eii) deleting the reduction text “Sections 10.12 and 10.13” appearing in total Indebtedness resulting from such application of said Section and inserting the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants text “Section 10.13” in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedlieu thereof.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in this Section 7.1 or in Section 8, if an Event of Default occurs as a result of Borrowers’ failure in the event that Group Members fail to comply with the requirements of the financial covenant set forth in Section 6.5(a) and Section 6.5(b7.1(a) (a “Curable Default”)the "Financial Condition Covenant") until the expiration of the day that is ten (10) Business Days after the earlier of (i) the date the Compliance Certificate calculating such covenants is required to be delivered pursuant to Section 6.2(a)(ii)(x) or (ii) the date such Compliance Certificate is actually delivered, an equity contribution Borrower shall have the right to Innovex issue Capital Stock (in other than Disqualified Stock) to Permitted Investors for cash or otherwise receive cash contributions to the form capital of common equity or other equity having terms acceptable to Agent in its Permitted DiscretionBorrower (collectively, the "Cure Right") in an amount (order to prepay the “Specified Contribution”) sufficient toTerm Loans, when added to EBITDA without penalty or premium, with such amounts as more fully set forth below, cause Borrowers are necessary to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 Financial Condition Covenant (the “Required Contribution Date”"Cure Amount"), will, at . In no event shall the written request of Borrowing Agent, Cure Amount be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing complying with the Financial Condition Covenant as set forth herein. The Cure Amount will be used solely to prepay the Term Loans and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity. The Cure Right may be exercised not more than two (2) Specified Contributions made during two times in any four consecutive fiscal quarters period (and may not be exercised in consecutive fiscal quarters), and not more than four (4) consecutive times prior to the later of (x) the Revolving Termination Date or (y) the Term Loan Maturity Date. Upon the Administrative Agent's receipt of the Cure Amount, the Financial Condition Covenant shall be recalculated (for such period and shall be so calculated for any subsequent period that includes the fiscal quarter periodin respect of which the Cure Right was exercised) giving effect to the following pro forma adjustments: (a) Consolidated ​ ​ ​ ​ Adjusted EBITDA shall be increased by the lesser of (i) 20% of Consolidated Adjusted EBITDA (calculated prior to giving effect to the Cure Amount) and (ii) the Cure Amount and (b) if, after giving effect to the foregoing calculations, Borrower is in compliance with the requirements of the Financial Covenants, then Borrower shall be deemed to have satisfied such Financial Condition Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no Specified Contribution the applicable breach or default of the Financial Condition Covenant that occurred shall be deemed cured for the purposes of this Agreement. The resulting increase to Consolidated Adjusted EBITDA from the exercise of the Cure Right shall not result in any two (2) consecutive quartersadjustment to Consolidated Adjusted EBITDA or any other financial definition for any purposes under this Agreement or any Loan Document, in each case other than for purposes of calculating the Financial Covenant. Notwithstanding the foregoing, for purposes of calculating Consolidated Senior Indebtedness during the fiscal quarter for which the Cure Right was exercised and any time in subsequent fiscal quarter for which Fixed Charge Coverage Ratio compliance Consolidated Adjusted EBITDA is being tested quarterlydeemed to be increased by the Cure Amount, (d) Consolidated Senior Indebtedness shall be calculated as if the proceeds of all Specified Contributions will be paid to Agent and Cure Amount was not applied to prepay reduce the Advances in Obligations. For the manner set forth in Section 2.20(d) avoidance of this Agreement doubt, from and (e) after the reduction in total Indebtedness resulting from such application exercise of the Specified Contribution Cure Right, no Lender shall have any obligation to make any Revolving Loans, and the Issuing Lender shall not be taken into account for purposes required to issue any Letter of measuring compliance Credit, prior to the prepayment of the Term Loans in connection with the financial covenants such exercise in accordance with this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived7.1(b).

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if solely for the purpose of determining whether an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in has occurred under the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Total Net Leverage Ratio set forth belowin Section 6.08(a) as of the last day of any Fiscal Quarter, cause Borrowers to be in compliance with this Section 6.5 for the period commencing after the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until the fifteenth (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (2015th) Business Days Day after the day date on which financial statements for such Fiscal Quarter are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.01(b) (or in the case of the fourth Fiscal Quarter, the financial statements delivered pursuant to Section 5.01(c)) (the “Required Contribution DateCure Deadline”), will, at the written request Initial Borrower shall have the right to designate the net Cash proceeds from a Permitted Stock Issuance prior to the Cure Deadline as an increase of Borrowing Agent, be included in the calculations of Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided further that (a) the maximum Specified Equity Contribution is actually received by a Borrower after the last day of the applicable Fiscal Quarter and no later than the Cure Deadline, (b) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers the Initial Borrower to be in compliance with Section 6.5; the Financial Covenant, (bd) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, financial ratio based conditions, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); Consolidated Adjusted EBITDA, (ce) there shall be no more than two five (25) Specified Equity Contributions made during any four in the aggregate after the Closing Date and (4f) consecutive fiscal quarter period, and there shall be no Specified Contribution pro forma or other reduction in any two Indebtedness (2including by way of Cash netting) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) using the proceeds of all any Specified Contributions will be paid to Agent and applied to prepay the Advances Equity Contribution in the manner set forth determination of the Financial Covenant (or any other leverage ratio) for the Fiscal Quarter in Section 2.20(dwhich such Specified Equity Contribution was made. Upon the receipt of any Specified Equity Contribution in accordance with the previous sentence, the Financial Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (A) Consolidated Adjusted EBITDA for such Fiscal Quarter shall be increased with respect to such applicable Fiscal Quarter (solely for the purposes of this Agreement determining compliance with such Financial Covenant at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter), by an amount equal to the Specified Equity Contribution; and (eB) if, after giving effect to the reduction foregoing recalculations, the Initial Borrower shall then be in total Indebtedness resulting from such application compliance with the requirements of the Specified Contribution Financial Covenant, the Initial Borrower shall not be taken into account deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of measuring compliance with this Agreement. Notwithstanding anything herein to the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurredcontrary, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.by

Equity Cure Right. Notwithstanding the foregoingprovisions of Section 10.5 or this Article XI to the contrary, if an any Original Owner or any of its Affiliates may, but shall not be obligated to, cure any potential Event of Default occurs as a result under Section 6.5 (such Event of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (Default, a “Curable Financial Covenant Default”), an equity ) by making a capital contribution to Innovex (into Holdings in the form of common new cash equity or other equity having terms acceptable to Agent in its Permitted Discretion) contributions in an aggregate amount, in either case, equal to the amount (the “Specified Contribution”) sufficient tothat, when added to EBITDA as more fully set forth belowon a dollar-for-dollar basis for the relevant testing period, cause Borrowers would have caused the Issuer to be in full compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 testing period (the each, an “Required Contribution DateEquity Cure”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) such Equity Cure must be effected no later than 10 days after the maximum amount delivery of any Specified Contribution will be no greater than the amount Compliance Certificate describing the applicable Financial Covenant Default (or the date on which such Compliance Certificate was required to cause Borrowers have been delivered to be in compliance with Section 6.5; the Purchasers), (b) the use no more than one (1) Equity Cure may be made in respect of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (includingfour-quarter fiscal period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions Equity Cures may be made during any four (4) consecutive fiscal quarter period, the term of this Agreement; and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds amount of such Equity Cure may not exceed the aggregate amount necessary to cure the Financial Covenant Default. Upon the receipt by Holdings of each such Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments: (a) EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default under Section 6.5 (and not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with respect to the relevant four-quarter fiscal period and all Specified Contributions will future four-quarter fiscal periods that includes the fiscal quarter in respect of which such Equity Cure was made; and (b) if, after giving effect to the foregoing recalculations, the Issuer shall then be paid in compliance with the requirements of Section 6.5, the Issuer shall be deemed to Agent have satisfied the requirements of Section 6.5 (solely for purposes of determining compliance with Section 6.5, and applied not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with the same effect as though there had been no failure to prepay comply therewith, and the Advances in the manner set forth in Section 2.20(d) Financial Covenant Default that had occurred shall be deemed not to have occurred for purposes of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedother Note Documents.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.1, if an Event of Default occurs as a result of Borrowers’ failure in the event that Borrower fails to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form requirements of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully financial covenant set forth belowin Section 6.7, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event applicable Fiscal Quarter and until the expiration of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the tenth day that is twenty (20) Business Days after the day date on which financial statements are the Compliance Certificate for such Fiscal Quarter is required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.1(d), Holdings shall have the right to issue Equity Interests (other than Disqualified Equity Interests) for Cash or otherwise receive Cash contributions to the capital of Holdings and, in each case, to contribute any such cash to the capital of Borrower and apply the amount of the proceeds thereof to increase CFADS with respect to the applicable Fiscal Quarter (the “Required Contribution DateCure Right”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) such proceeds are actually received by Borrower not later than ten days after the maximum date on which the Compliance Certificate for such Fiscal Quarter is required to be delivered pursuant to Section 5.1(d), (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to CFADS) (the “Cure Amount”) such failure to comply under Section 6.7 for the applicable period and (c) the Cure Right shall not be exercised more than five times during the term of this Agreement. If, after giving effect to the foregoing adjustment, Borrower is in compliance with the financial covenant set forth in Sections 6.7, then Borrower shall be deemed to have satisfied the requirements of Section 6.7 as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and any potential breach or default of Section 6.7 shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 8.2 may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 6.7 and shall not result in any adjustment to any amounts (including Borrower Total Debt for purposes of calculating the Leverage Ratio), other than the amount of the CFADS referred to in the immediately preceding sentence. From and after the receipt by Administrative Agent of a written notice from Holdings or Borrower that Holdings intends to exercise a Cure Right with respect to a particular Fiscal Quarter and until the expiration of the tenth day after the date on which the Compliance Certificate for such Fiscal Quarter is required to be delivered pursuant to Section 5.1(d), neither Administrative Agent nor the Requisite Lenders shall exercise any Specified Contribution will right under Section 8.1 solely on the basis of an Event of Default having occurred and being continuing in respect of a failure to comply with the requirements of the financial covenant set forth in Section 6.7; provided that, during such period (until the Cure Amount has been received by Borrower as provided above), a Default in respect of such failure to comply shall continue to exist for all other purposes of this Agreement and the other Credit Documents. Notwithstanding anything herein to the contrary, the Cure Amount shall be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in complying with the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner financial covenant set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived6.7.

Equity Cure Right. Notwithstanding In the foregoing, if an Event of Default occurs as a result of Borrowers’ failure event Borrower fails to comply with the financial covenants set forth in Section 6.5(a) 7.11, subject to the terms and Section 6.5(b) (a “Curable Default”)conditions hereof, an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount Borrower shall have the right (the “Specified ContributionCure Right”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after from the last day of the fiscal quarter for which such Event applicable Fiscal Quarter until the expiration of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior 10th Business Day subsequent to the day that is twenty (20) Business Days after date the day on which applicable financial statements are required to be delivered to Administrative Agent with respect thereto, to issue Permitted Cure Securities for such fiscal quarter pursuant cash or otherwise receive, as additional paid in capital, cash contributions from its equity holders, in either case in an aggregate amount equal to, but not greater than, the amount necessary to Section 9.8 cure the relevant financial covenant (hereinafter, the “Cure Amount”), and upon the receipt by the Borrower of the cash proceeds thereof, the financial covenants shall then be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased for the applicable Fiscal Quarter and for the subsequent three (3) consecutive Fiscal Quarters (the “Required Contribution DateCure Period”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes purpose of measuring compliance with the financial covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount paid over to Administrative Agent for application to the Loans in accordance with Section 2.06(b) hereof; (b) the mandatory prepayment of the Loans made with respect to such Cure Amount pursuant to Section 2.06(b)(iv) shall not serve as a reduction to (i) Excess Cash Flow or (ii) Indebtedness for purposes of calculating the Consolidated Total Net Leverage Ratio for the applicable Fiscal Quarter or any of the next three (3) Fiscal Quarters; and (c) if, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of all financial covenants, Borrower shall be deemed to have been in compliance with such financial covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default or Event of Default of such financial covenants that had occurred shall be deemed not to have occurred for this purpose of the Agreement. In the event that (i) no Default or Event of Default exists other than that arising due to failure of the Loan Parties to comply with the financial covenants set forth in Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing 7.11, and (ii) Holdings shall have delivered to Administrative Agent shall deliver to Agent an irrevocable written notice of its intent intention to cure any such Curable Default cause the Borrower to exercise the Cure Right (which notice shall be delivered no earlier than 15 days prior to, and no later than thirty (30) days after the end 5th day subsequent to, the date the applicable financial statements are required to be delivered hereunder), which exercise if fully consummated would be sufficient in accordance with the terms hereof to cause Borrower to be in compliance with the financial covenants as of the calendar month or fiscal quarter as relevant date of which determination, then from and following receipt by Administrative Agent of any such Curable Default occurred, which cure notice shall set forth and until the calculation date that is the earlier of (x) the 10th Business Day subsequent to the date the applicable amount of financial statements are required to be delivered and (y) the Specified Contribution necessary to cure date, if any, on which any Loan Party notifies Administrative Agent in writing that such Curable Default and upon receipt of which the Agent and Lenders Cure Right shall not be exercised, then neither Administrative Agent nor any Lender shall exercise any remedies set forth in Section 8.02 hereof during such period; provided that so long as any Default or Event of Default shall be in existence due to failure of the Loan Parties to comply with the financial covenants set forth in Section 7.11, none of Administrative Agent, nor any Lender shall be required to advance any Loans. Notwithstanding anything herein to the contrary, in no event shall the Borrower be permitted to impose exercise the Default RateCure Right hereunder (x) more than 5 times in the aggregate during the term of this Agreement or (y) more than 2 times in any 4 consecutive Fiscal Quarters. Notwithstanding the foregoing or anything else herein to the contrary, accelerate if following the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution Cure Amount, a Trigger Event or an Additional Trigger Event (each as defined in the Holdings Preferred Equity Documents (as in effect on the Closing Date or as amended to the extent expressly consented to by the Administrative Agent)) occurs during the Cure Period (and application such Trigger Event or Additional Trigger Event is not waived by the holders of the Specified Contribution Holdings Preferred Equity), then the Cure Amount shall cease to increase Consolidated EBITDA for the Obligations, the applicable Curable Defaults shall be deemed waivedCure Period.

Equity Cure Right. Notwithstanding (a) If, as at the foregoing, if an Event last day of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) any Measurement Period (a “Curable Default”the Relevant Measurement Period), the Parent is in breach of its obligations under Clause 19.5 (Debt Service Cover Ratio), the Parent may apply the proceeds of a New Shareholder Injection in accordance with this Clause 19.6. (b) Any New Shareholder Injections must, within 15 Business Days of the date of delivery to the Facility Agent of the financial statements of the Parent and the Compliance Certificate in respect of the Relevant Measurement Period: (i) be received by the Parent; (ii) only be for the minimum amount necessary to cure the relevant breach; and (iii) be applied in prepayment of the Loans and simultaneous cancellation of an equity contribution equivalent amount of the Total Commitments. (c) The Parent may not apply the proceeds of New Shareholder Injections pursuant to Innovex this Clause 19.6: (i) more than three times over the life of the Facilities; (ii) more than twice in any 12 month period; or (iii) in respect of two consecutive Measurement Periods. (d) If a New Shareholder Injection is provided pursuant to this Clause 19.6, then solely for the purposes of measuring compliance with Clause 19.5 (Debt Service Cover Ratio): (i) Total Net Borrowings shall be deemed to be decreased by an amount equal to the amount of that New Shareholder Injection; and (ii) Net Finance Costs and Debt Service shall be recalculated to reflect the amounts which would, in the form opinion of common equity or other equity having terms the Parent supported by appropriate calculations delivered to the Facility Agent and acceptable to Agent in its Permitted Discretion) in an amount the Majority Lenders (acting reasonably), have been incurred as Net Finance Costs and Debt Service if the “Specified Contribution”) sufficient to, when added New Shareholder Injection had been applied to EBITDA as more fully set forth below, cause Borrowers repay Total Borrowings on the first day of the Relevant Measurement Period. This recalculation shall apply to be in compliance with this Section 6.5 after the Relevant Measurement Period and any other Measurement Period which includes the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedRelevant Measurement Period.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if solely for the purpose of determining whether an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in has occurred under the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Total Net Leverage Ratio set forth belowin Section 6.08(a) as of the last day of any Fiscal Quarter, cause Borrowers to be in compliance with this Section 6.5 for the period commencing after the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until the tenth (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (2010) Business Days Day after the day date on which financial statements for such Fiscal Quarter are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.01(b) (or in the case of the fourth Fiscal Quarter, the financial statements delivered pursuant to Section 5.01(c)) (the “Required Contribution DateCure Deadline”), will, at Borrower shall have the written request right to contribute Cash proceeds from a Permitted Stock Issuance to the capital of Borrowing Agent, be included in the calculations Credit Parties prior to the Cure Deadline and apply the amount of the proceeds so contributed to increase Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided further that (a) the maximum Specified Equity Contribution is actually received by Borrower after the last day of the applicable Fiscal Quarter and no later than the Cure Deadline, (b) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) consecutive Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers Borrower to be in compliance with Section 6.5; the Financial Covenant, (bd) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, financial ratio based conditions, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); Consolidated Adjusted EBITDA, (ce) there shall be no more than two five (25) Specified Equity Contributions made during in the aggregate after the Closing Date and (f) any four (4) consecutive fiscal quarter period, and no Specified Equity Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will shall be paid required to Agent and be applied to prepay any then outstanding principal amount of Term Loans or, subject to the Advances in Senior Subordination Agreement, the manner set forth in Section 2.20(dSenior Indebtedness; provided, that any loans so prepaid shall be deemed outstanding for purposes of determining compliance with the Financial Covenant for the current Fiscal Quarter and the next three (3) of this Agreement Fiscal Quarters thereafter, and (e) the reduction in total Indebtedness resulting cash proceeds from such application of the Specified Equity Contribution shall not be taken into account included for cash netting purposes in the determination of Consolidated Total Debt or any financial ratio. Upon the making of any Specified Equity Contribution in accordance with the previous sentence, the Financial Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (A) Consolidated Adjusted EBITDA for such Fiscal Quarter shall be increased with respect to such applicable Fiscal Quarter (solely for the purposes of determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter), by an amount equal to the Specified Equity Contribution; and (B) if, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of the Financial Covenant, Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of measuring compliance with this Agreement. Notwithstanding anything herein to the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting contrary, upon receipt by Administrative Agent of a notice from a Specified Contribution. Borrowing Agent shall deliver the Borrower prior to Agent irrevocable written notice the Cure Deadline of its intent to cure any such Curable Event of Default (“Notice of Intent to Cure”), through the Cure Deadline no later than thirty (30) days after the end Default or Event of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedto have occurred on the basis of any failure to comply with the Financial Covenant unless such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Deadline. No Specified Equity Contribution shall be applied to (i) increase the Available Amount or (ii) make an Investment pursuant to Section 6.07(s).

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if solely for the purpose of determining whether an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in has occurred under the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Total Net Leverage Ratio set forth belowin Section 6.08(a) as of the last day of any Fiscal Quarter, cause Borrowers to be in compliance with this Section 6.5 for the period commencing after the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until the tenth (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (2010) Business Days Day after the day date on which financial statements for such Fiscal Quarter are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.01(b) (or in the case of the fourth Fiscal Quarter, the financial statements delivered pursuant to Section 5.01(c)) (the “Required Contribution DateCure Deadline”), will, at the written request Initial Borrower shall have the right to designate the net Cash proceeds from a Permitted Stock Issuance prior to the Cure Deadline as an increase of Borrowing Agent, be included in the calculations of Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided further that (a) the maximum Specified Equity Contribution is actually received by a Borrower after the last day of the applicable Fiscal Quarter and no later than the Cure Deadline, (b) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers the Initial Borrower to be in compliance with Section 6.5; the Financial Covenant, (bd) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, financial ratio based conditions, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); Consolidated Adjusted EBITDA, (ce) there shall be no more than two five (25) Specified Equity Contributions made during any four in the aggregate after the Closing Date and (4f) consecutive fiscal quarter period, and there shall be no Specified Contribution pro forma or other reduction in any two Indebtedness (2including by way of Cash netting) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) using the proceeds of all any Specified Contributions will be paid to Agent and applied to prepay the Advances Equity Contribution in the manner set forth determination of the Financial Covenant (or any other leverage ratio) for the appropriate Fiscal Quarter in Section 2.20(dwhich such Specified Equity Contribution was made. Upon the making of any Specified Equity Contribution in accordance with the previous sentence, the Financial Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (A) Consolidated Adjusted EBITDA for such Fiscal Quarter shall be increased with respect to such applicable Fiscal Quarter (solely for the purposes of this Agreement determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter), by an amount equal to the Specified Equity Contribution; and (eB) if, after giving effect to the reduction foregoing recalculations, the Initial Borrower shall then be in total Indebtedness resulting from such application compliance with the requirements of the Specified Contribution Financial Covenant, the Initial Borrower shall not be taken into account deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of measuring compliance with this Agreement. Notwithstanding anything herein to the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting contrary, upon receipt by Administrative Agent of a notice from a Specified Contribution. Borrowing Agent shall deliver the Borrower Representative prior to Agent irrevocable written notice the Cure Deadline of its intent to cure such Event of Default (“Notice of Intent to Cure”), through the Cure Deadline (i) no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such Curable failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Deadline; provided, that if a Default no later than thirty (30) days after or an Event of Default would have occurred and be continuing had the end of Borrower not had the calendar month or fiscal quarter option to exercise the cure right as of which such Curable Default occurred, which cure notice shall set forth above and not exercised such cure right pursuant to the calculation of foregoing provisions, the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders Borrowers shall not be permitted, from the applicable date of receipt by the Administrative Agent of the Notice of Intent to Cure with respect to the applicable fiscal quarter, until such Default or Event of Default is cured in accordance with the terms of this Section 6.08 or otherwise or waived in accordance with Section 10.05, take any actions which would otherwise be prohibited under this Agreement upon the occurrence and during the continuation of any Default or Event of Default, unless otherwise agreed by the Required Class Lenders and (ii) no Borrower shall be permitted to impose borrow Revolving Loans or Swing Line Loans and new Letters of Credit shall not be issued unless and until the Specified Equity Contribution is made or all existing Events of Default Rate, accelerate are waived or cured or otherwise agreed by the Obligations or exercise any rights or remedies against the CollateralRequisite Revolving Credit Lenders. Upon timely the receipt by Agent in cash of the applicable any Specified Contribution and application Equity Contribution, any Default or Event of the Specified Contribution Default with respect to the Obligations, failure to comply with the applicable Curable Defaults Financial Covenant shall be deemed waivedto have been cured and no longer continuing. No Specified Equity Contribution shall have been previously applied to (i) increase the Available Amount, (ii) make any Consolidated Capital Expenditures, (iii) incur Indebtedness pursuant to Section 6.01(p) or (iii) make an Investment pursuant to Section 6.07(m) or (s).

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 7.01, if an Event of Default occurs as a result of Borrowers’ failure in the event that Holdings fails to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form requirements of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (any of the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Financial Covenants set forth belowin Section 6.11, cause Borrowers to be in compliance with this Section 6.5 after the last day of the applicable fiscal quarter and until the expiration of the tenth Business Day (the “Cure Deadline”) after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.01(c), Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to the applicable fiscal quarter and any Test Period that contains such fiscal quarter (the “Cure Right”); provided, that, (a) such proceeds are actually received by Holdings) no later than ten Business Days after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.01(c), (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default occurred under Section 6.11 for the applicable period, (beginning c) the Cure Right shall not be exercised more than four times during the term of this Agreement, and (d) in each period of four consecutive fiscal quarters of Holdings, there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised. If, after giving effect to the foregoing adjustment, Holdings is in compliance with the first full fiscal quarter following Financial Covenants set forth in Section 6.11, then Holdings shall be deemed to have satisfied the Closing Date) but requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section that had occurred shall be deemed cured for purposes of this Agreement. Upon receipt by the Administrative Agent of written notice, on or prior to the day Cure Deadline, that Holdings intends to exercise the Cure Right in respect of a fiscal quarter, none of the Administrative Agent or the Lenders shall be permitted to accelerate Loans held by them, terminate the Revolving Commitments or to exercise other remedies, including remedies against the Collateral, on the basis of a failure to comply with the requirements of the Financial Covenants set forth in Section 6.11, unless such failure is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline. The parties hereby acknowledge that this Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, may not be included in the calculations of EBITDA solely relied on for the purposes of determining compliance with such calculating any financial covenants at the end of such fiscal quarter ratios other than as applicable to Section 6.11 and shall not result in any subsequent testing period that includes such fiscal quarter; provided further that adjustment to any amounts (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating including Indebtedness or Consolidated EBITDA for purposes of determining basket levelscalculating the Total Leverage Ratio, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Interest Coverage Ratio compliance is being tested quarterlyor any Applicable Rate), (d) other than the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application amount of the Specified Contribution shall not be taken into account Consolidated EBITDA for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived6.11.

Equity Cure Right. Notwithstanding In the foregoing, if an Event of Default occurs as a result of Borrowers’ failure event that the Borrowers fail to comply with the requirements of any financial covenant set forth in Section 6.5(a) and Section 6.5(b) 7.11, from the end of the applicable fiscal quarter until the 10th day after delivery of the related Compliance Certificate, Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings (a the “Curable DefaultCure Amount”), an equity contribution and, in each case, to Innovex (in contribute any such cash to the form capital of common equity or other equity having terms acceptable the Borrowers, and apply the amount of the proceeds thereof to Agent in its Permitted Discretion) in an amount increase Consolidated EBITDA with respect to such applicable quarter (the “Specified ContributionCure Right”); provided that (a) sufficient to, when added to EBITDA as more fully set forth below, cause such proceeds are actually received by the Borrowers to be in compliance with this Section 6.5 no later than ten (10) days after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day date on which financial statements are required to be delivered with respect to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”)hereunder, will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) such proceeds do not exceed the use aggregate amount necessary to cure (by addition to EBITDA) such Event of proceeds from any Specified Contribution will be disregarded Default under Section 7.11 for all other purposes under this Agreement and the Other Documents (includingsuch period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) the Cure Right shall not be exercised more than five times during the term of the Loans and (d) in each period of four fiscal quarters, there shall be no more than at least two fiscal quarters during which the Cure Right is not exercised. If, after giving effect to the foregoing pro forma adjustment (2) Specified Contributions made during but not, for the avoidance of doubt, giving pro forma effect to any four (4) consecutive fiscal quarter periodrepayment of Indebtedness in connection therewith), and no Specified Contribution the Borrowers are in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants set forth in Section 7.11, the Borrowers shall be deemed to have satisfied the requirements of such section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.11 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 6.5 during 8.04 may not be relied on for purposes of calculating any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent financial ratios other than as applicable to Section 7.11 and shall deliver not result in any adjustment to Agent irrevocable written notice of its intent to cure any such Curable Default no later amounts other than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary EBITDA referred to cure such Curable Default and upon in the immediately preceding sentence. Upon the Administrative Agent’s receipt of a written notice from the Borrowers that they intend to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date that financial statements for the fiscal quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 6.01(a) or (b), neither the Administrative Agent (or any sub agent therefor) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments or any Incremental Commitments, and none of the Administrative Agent (or any sub-agent therefor) nor any other Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of such Event of Default having occurred and being continuing under Section 7.11. Notwithstanding any other provision in this Agreement to the contrary, no Lender or L/C Issuer shall be required to make any Credit Extension hereunder during the period during which the Agent Cure Right may be exercised, unless and Lenders shall not be permitted to impose until the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedCure Amount is actually received.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 7.01, if an Event of Default occurs as a result of Borrowers’ failure in the event that Holdings and the Borrower fail to comply with the requirements of the financial covenant set forth in Section 6.5(a) and Section 6.5(b) (a “Curable Default”6.12(a), an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the applicable fiscal quarter and until the expiration of the tenth Business Day (the “Cure Deadline”) after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.01(c), Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to the applicable fiscal quarter and any Test Period that contains such fiscal quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrower (including through capital contribution of such net cash proceeds by Holdings to the Borrower) no later than ten Business Days after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.01(c), (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default occurred under Section 6.12(a) for the applicable period, (beginning c) the Cure Right shall not be exercised more than four times during the term of this Agreement, and (d) in each period of four consecutive fiscal quarters of Holdings, there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised. If, after giving effect to the foregoing adjustment, Holdings is in compliance with the first full fiscal quarter following financial covenant set forth in Section 6.12(a), then Holdings and the Closing Date) but Borrower shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section that had occurred shall be deemed cured for purposes of this Agreement. Upon receipt by the Administrative Agent of written notice, on or prior to the day Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, none of the Administrative Agent or the Lenders shall be permitted to accelerate Loans held by them, terminate the Revolving Commitments or to exercise other remedies, including remedies against the Collateral, on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 6.12(a), unless such failure is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline. The parties hereby acknowledge that this Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, may not be included in the calculations of EBITDA solely relied on for the purposes of determining compliance with such calculating any financial covenants at the end of such fiscal quarter ratios other than as applicable to Section 6.12(a) and shall not result in any subsequent testing period that includes such fiscal quarter; provided further that adjustment to any amounts (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating including Indebtedness or Consolidated EBITDA for purposes of determining basket levelscalculating the First Lien Leverage Ratio, pricing and the Total Leverage Ratio or any Applicable Rate), other items governed by reference to EBITDA or that include EBITDA in than the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application amount of the Specified Contribution shall not be taken into account Consolidated EBITDA for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived6.12(a).

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 7.01, if an Event of Default occurs as a result of Borrowers’ failure the Borrower fails to comply with the requirements of Section 6.5(a) and Section 6.5(b) 6A.01 for any fiscal quarter (a “Curable Default”including, for the avoidance of doubt, the fourth fiscal quarter of the fiscal year), an equity contribution to Innovex (in then during the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount period (the “Specified ContributionApplicable Period”) sufficient to, when added commencing on the later to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after occur of (1) the day following the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes (2) the day the Borrower obtains knowledge of a failure to comply with the requirements of Section 6A.01 for such fiscal quarter, and ending on (X) the tenth day after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.02(h) (in the case of clause (1)) or (Y) the tenth day following the date on which the Borrower obtains such knowledge (in the case of clause (2)), the Borrower shall have the right to issue Common Stock for cash or otherwise receive cash contributions to the capital of the Borrower and, in each case, to contribute any such cash to the capital of the Borrower and apply the amount of the proceeds thereof (up to the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default under Section 6A.01 for the applicable period) (any such contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”) to increase Consolidated EBITDA with respect to the applicable fiscal quarter of the Borrower (the “Cure Right”), which increase shall continue to be included in Consolidated EBITDA for so long as such fiscal quarter is part of any trailing four fiscal quarter period included in the calculation of the financial covenant set forth in Section 6A.01; provided further that (a) such proceeds are actually received by the maximum amount of any Specified Contribution will be Borrower no greater later than the amount required to cause Borrowers to be in compliance with Section 6.5; last day of such Applicable Period, (b) the use of proceeds from any Specified Contribution will Cure Right shall not be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no exercised more than two (2) Specified Contributions made four times during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) term of this Agreement and (ec) in each period of four consecutive fiscal quarters of the Borrower, there shall be at least two fiscal quarters during which the Cure Right is not exercised; provided further that, for the avoidance of doubt, during such Applicable Period (A) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose exercise remedies with respect to such breach of Section 6A.01 and (Y) unless such Specified Equity Contribution is made prior the Default Rateexpiration of such Applicable Period), accelerate the Obligations Borrower shall not be permitted to make any new Revolving Credit Borrowing or exercise request (x) the issuance of any rights new Letter of Credit or remedies against (y) the Collateralamendment, extension or renewal of any existing Letter of Credit that would increase the face amount available to be drawn thereunder (it being understood and agreed that any refinancing of Borrowings pursuant to Section 2.14 shall not constitute the making of a new Revolving Credit Borrowing). Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution If, after giving effect to the Obligationsforegoing adjustment, the applicable Curable Defaults Borrower is in compliance with the financial covenant set forth in Section 6A.01, then the Borrower shall be deemed waivedto have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to determining compliance with Section 6A.01 (and not for the purposes of any basket contained in Article VI or VIA) and shall not result in any adjustment to any amounts, other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

Equity Cure Right. Notwithstanding the foregoingprovisions of Section 10.5 or Article XI to the contrary, if an Holdings may, but shall not be obligated to, cure any potential Event of Default occurs as a result of Borrowers’ failure to comply with under Section 6.5(a) and Section 6.5(b) 6.5 (a “Curable Financial Covenant Default”), an equity ) by making a capital contribution to Innovex (into Borrowers in the form of common new cash equity or other equity having terms acceptable to Agent in its Permitted Discretion) contributions in an aggregate principal amount equal to the amount (the “Specified ContributionEBITDA Shortfall Amount”) sufficient tothat, when added to EBITDA as more fully set forth belowon a dollar-for-dollar basis for the relevant testing period, cause would have caused Borrowers to be in full compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 testing period (the each, an “Required Contribution DateEquity Cure”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum such Equity Cure shall be in an aggregate minimum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be $1,000,000 and in compliance with Section 6.5; integral multiples of $500,000 thereafter, (b) such Equity Cure must be effected no later than 10 days after the use delivery of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement the Compliance Certificate (or the date on which such Compliance Certificate was required to have been delivered to Agent) detailing the respective Financial Covenant Calculations prior to exercise of the Equity Cure Right and the Other Documents (includingpro-forma result following exercise of the Equity Cure Right, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions Equity Cures may be made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case quarters during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterlythe Term, (d) each such Equity Cure shall be delivered by wire transfer of immediately available funds to one of Borrower’s Depositary Accounts, as specified by Agent, for application to the proceeds outstanding principal amount of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement Revolving Advances; and (e) notwithstanding anything to the reduction contrary contained in total Indebtedness resulting the foregoing, no such rights to effectuate an Equity Cure may be exercised in any case where the potential Event of Default under Section 6.5, after taking into account any prior Equity Cure exercised in the preceding three (3) quarters (not to exceed $5,000,000), arises from Borrowers having a Fixed Charge Coverage Ratio, measured on a rolling four quarter basis, of less than .75 to 1.0. Upon the receipt by Borrowers of each such application Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments: (a) EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default under Section 6.5, with respect to the relevant testing period and all future testing periods that includes the last month of the Specified Contribution testing period in respect of which such Equity Cure was made; and (b) if, after giving effect to the foregoing recalculations, Borrowers shall not then be taken into account for purposes of measuring in compliance with the financial covenants in this requirements of Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred6.5, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults Borrowers shall be deemed waivedto have satisfied the requirements of Section 6.5, with the same effect as though there had been no failure to comply therewith.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if solely for the purpose of determining whether an Event of Default occurs as a result of Borrowers’ failure to comply with has occurred under the Total Net Leverage Ratio set forth in Section 6.5(a) and Section 6.5(b6.08(a)(i) (a “Curable Default”as may be modified by Section 6.08(a)(ii)) as of the last day of any Fiscal Quarter, an equity contribution to Innovex (in for the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 period commencing after the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until the tenth (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (2010) Business Days Day after the day date on which financial statements for such Fiscal Quarter are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.01(b) (or in the case of the fourth Fiscal Quarter, the financial statements delivered pursuant to Section 5.01(c)) (the “Required Contribution DateCure Deadline”), will, at Holdings shall have the written request right to contribute Cash proceeds from a Permitted Stock Issuance to the capital of Borrowing Agent, be included in the calculations Borrowers prior to the Cure Deadline and apply the amount of the proceeds so contributed to increase Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided further that (a) the maximum Specified Equity Contribution is actually received by a Borrower after the last day of the applicable Fiscal Quarter and no later than the Cure Deadline, (b) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) consecutive Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers Holdings to be in compliance with Section 6.5; the Financial Covenant, (bd) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, financial ratio based conditions, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); Consolidated Adjusted EBITDA, (ce) there shall be no more than two five (25) Specified Equity Contributions made during in the aggregate after the Closing Date and (f) any four Specified Equity Contribution shall be required to be applied in accordance with Section 2.14(b) to prepay any then outstanding principal amount of Term Loans; provided, that any Loans so prepaid shall be deemed outstanding for purposes of determining compliance with the Financial Covenant for the current Fiscal Quarter and the next three (43) consecutive fiscal quarter periodFiscal Quarters thereafter, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the cash proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Equity Contribution shall not be taken into account included for cash netting purposes in the determination of Consolidated Total Debt or any financial ratio. Upon the making of any Specified Equity Contribution in accordance with the previous sentence, the Financial Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (A) Consolidated Adjusted EBITDA for such Fiscal Quarter shall be increased with respect to such applicable Fiscal Quarter (solely for the purposes of determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter), by an amount equal to the Specified Equity Contribution; and (B) if, after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the Financial Covenant, Holdings shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of measuring compliance with this Agreement. Notwithstanding anything herein to the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting contrary, upon receipt by Administrative Agent of a notice from a Specified Contribution. Borrowing Agent shall deliver the Borrower Representative prior to Agent irrevocable written notice the Cure Deadline of its intent to cure such Event of Default (“Notice of Intent to Cure”), through the Cure Deadline (i) no Default or Event of Default shall be deemed to have occurred on the basis of any failure to comply with the Financial Covenant unless such Curable Default failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Deadline and (ii) no later than thirty (30) days after the end Borrower shall be permitted to borrow Revolving Loans or Swing Line Loans and new Letters of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders Credit shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution issued unless and application of until the Specified Equity Contribution is made or all existing Events of Default are waived or cured or otherwise agreed by the Requisite Revolving Credit Lenders. No Specified Equity Contribution shall have been previously applied to the Obligations, the applicable Curable Defaults shall be deemed waived(i) increase Available Amount or (ii) make an Investment pursuant to Section 6.07(s).

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Article VIII, if an Event of in the event any Default occurs as a result of Borrowers’ failure arises due to comply non-compliance with any covenant set forth in Section 6.5(a7.10(b) and or Section 6.5(b7.10(c) (a “Curable Financial Covenant Default”), an any equity contribution to Innovex (in the form of common equity equity, Crestview Preferred Stock (provided that the terms of Crestview Preferred Stock shall be modified to exclude any payment in cash or any other property (other than payment in kind) of dividends or other distributions, including any sinking fund or similar deposit, payments on account of mandatory purchase, redemption, retirement, acquisition, cancellation or termination) or other equity (including preferred equity but excluding any Disqualified Capital Stock) having terms reasonably acceptable to Agent in its Permitted Discretionthe Administrative Agent) in an amount (made to the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 Borrower after the last day of the any fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but and on or prior to the day that is twenty ten (2010) Business Days after the day on which financial statements are required to be delivered to Agent for such that fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), ) will, at the written request of Borrowing Agentthe Borrower, be included in the calculations calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarterquarter (any such equity contribution, a “Specified Equity Contribution”); provided further that (a) notice of the maximum Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than the day on which the financial statements are required to be delivered for the applicable fiscal quarter, (b) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrowers the Borrower to be in compliance with the financial covenants set forth in Section 6.5; 7.10(b) or Section 7.10(c). as applicable, (bc) all Specified Equity Contributions and the use of proceeds from any Specified Contribution therefrom will be disregarded for all other purposes under this Agreement and the Other Loan Documents (including, to the extent applicable, including for cash netting purposes and for calculating Consolidated EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or Consolidated EBITDA) for such fiscal quarter and any subsequent period that include EBITDA includes such fiscal quarter, (d) there shall be no more than five Specified Equity Contributions made in the determination thereof in any respect); aggregate after the Closing Date, (ce) there shall be no more than two (2) Specified Equity Contributions made during any each four (4) consecutive fiscal quarter period, period and no Specified Contribution in (e) any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) Indebtedness repaid with the proceeds of all Specified Equity Contributions will shall be paid to Agent and applied to prepay deemed outstanding for purposes of determining compliance with the Advances in the manner covenants set forth in Section 2.20(d7.10(b) of this Agreement and (eor Section 7.10(c) for the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of in which such Curable Default occurredIndebtedness is repaid. Upon actual receipt and designation of such Specified Equity Contribution, which cure notice the applicable Financial Covenant Defaults shall set forth be deemed cured hereunder without any other action required and the calculation requirements of Section 7.10(b) or Section 7.10(c), as applicable, shall be deemed to have been satisfied as of the applicable amount of date with the Specified same effect as though there had been no Financial Covenant Default at such date or thereafter. Prior to or on the Required Contribution necessary Date (solely to the extent the Borrower has the ability to cure such Curable a Financial Covenant Default and upon receipt of which pursuant to this Section 7.10(d)), neither the Administrative Agent and Lenders nor any Lender shall not be permitted to impose the Default Ratedefault interest, accelerate the Obligations or exercise any rights or remedies other remedy against the Collateral. Upon timely receipt by Agent in cash Borrower, any other Loan Party or any Collateral solely on the basis of the applicable Specified Contribution Financial Covenant Default hereunder. Notwithstanding the foregoing, the Borrower shall not be permitted to make any Borrowing of Revolving Loans and application no new Letters of Credit shall be issued until the Borrower has received the Specified Equity Contribution to or all Defaults have been otherwise waived in accordance with the Obligations, the applicable Curable Defaults shall be deemed waivedterms herein.

Equity Cure Right. Notwithstanding the foregoingprovisions of Section 10.5 or this Article XI to the contrary, if an any Original Owner or any of its Affiliates may, but shall not be obligated to, cure any potential Event of Default occurs as a result under Section 6.5 (such Event of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (Default, a “Curable Financial Covenant Default”), an equity ) by making a capital contribution to Innovex (into Holdings in the form of common new cash equity contributions or other equity having terms acceptable to Agent in its Permitted Discretion) the provision of Holdings of the cash proceeds of unsecured Subordinated Indebtedness in an aggregate amount, in either case, equal to the amount (the “Specified Contribution”) sufficient tothat, when added to EBITDA as more fully set forth belowon a dollar-for-dollar basis for the relevant testing period, cause would have caused the Borrowers to be in full compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 testing period (the each, an “Required Contribution DateEquity Cure”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) such Equity Cure must be effected no later than ten (10) days after the maximum amount delivery of any Specified Contribution will be no greater than the amount Compliance Certificate describing the applicable Financial Covenant Default (or the date on which such Compliance Certificate was required to cause Borrowers have been delivered to be in compliance with Section 6.5; the Agent), (b) the use no more than one (1) Equity Cure may be made in respect of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (includingfour-quarter fiscal period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions Equity Cures may be made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterlythe term of this Agreement, (d) the proceeds amount of such Equity Cure may not exceed the aggregate amount necessary to cure the Financial Covenant Default and (e) on the date of such Equity Cure, Borrowers shall have Undrawn Availability, calculated on an average basis for the period of ten (10) consecutive Business Days ending on such date, of not less than $2,500,000. Upon the receipt by Holdings of each such Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments: (a) EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default under Section 6.5 (and not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with respect to the relevant four-quarter fiscal period and all Specified Contributions will future four-quarter fiscal periods that includes the fiscal quarter in respect of which such Equity Cure was made; and (b) if, after giving effect to the foregoing recalculations, Borrowers shall then be paid in compliance with the requirements of Section 6.5, Borrowers shall be deemed to Agent have satisfied the requirements of Section 6.5 (solely for purposes of determining compliance with Section 6.5, and applied not pro forma compliance with Section 6.5 required by any other provision of this Agreement, with the same effect as though there had been no failure to prepay comply therewith, and the Advances in the manner set forth in Section 2.20(d) Financial Covenant Default that had occurred shall be deemed not to have occurred for purposes of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedOther Documents.

Equity Cure Right. Notwithstanding (a) If the foregoingrequirements of any of paragraphs (a) to (c) of Clause 24.2 (Financial condition) (a "Relevant Financial Covenant") are not met in respect of a Relevant Period, if the cash proceeds (the "Cure Amount") received by the Company pursuant to any New Equity (a "Cure Subscription") or additional shareholder loans or Permitted Subordinated Debt (a "Cure Loan") (in each case in accordance with this Agreement) after the end of that Relevant Period but prior to the end of the period of 20 Business Days following the date on which the Compliance Certificate setting out the calculations in respect of the relevant covenant determination is required to be delivered pursuant to Clause 23.2 (Compliance Certificate) shall be included in a recalculation of the Relevant Financial Covenant(s) by making a pro forma adjustment to Consolidated EBITDA (solely for the purpose of ascertaining compliance with the Relevant Financial Covenant(s) and not for any other purpose) such that Consolidated EBITDA is increased by an Event amount equal to the Cure Amount. (b) If, after giving effect to the recalculation referred to in paragraph (a) above, the requirements of Default occurs the Relevant Financial Covenant(s) are met, then (subject to the other provisions of this Clause 24.3) the requirements of paragraphs (a) to (c) of Clause 24.2 (Financial condition) shall be deemed to have been satisfied as a result at the relevant original date of Borrowers’ determination as though there had been no failure to comply with Section 6.5(a) such requirements and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form of common equity any Default or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred occasioned thereby shall be deemed to have been remedied for the purposes of the Senior Finance Documents. (beginning with the first full fiscal quarter following the Closing Datec) but prior The relevant Cure Amount shall be added to the day that is twenty (20) Business Days after the day on which financial statements are required and considered to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), will, at the written request part of Borrowing Agent, be included in the calculations of Consolidated EBITDA solely for the purposes purpose of determining ascertaining compliance with such financial covenants that Relevant Financial Covenant(s) as at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, Relevant Period immediately prior to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing receipt and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance such Cure Amount in accordance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after Clause 24.3 and as at the end of the calendar month next three following Relevant Periods. (d) Not more than one Cure Subscription or fiscal quarter Cure Loan may occur in any twelve Month period and not more than four Cure Subscriptions or Cure Loans may occur prior to the Termination Date in respect of Facility C. (e) Any Cure Amount must be applied in prepayment of Loans as provided for in Clause 11.4 (Voluntary prepayment of which such Curable Default occurredTerm Loans and Revolving Capex Loans). (f) Prior to a Cure Subscription or Cure Loan, which cure notice the Company shall set forth deliver to the calculation Facility Agent a certificate signed by two directors of the applicable amount Company setting out the reasons for the breach of the Specified Contribution necessary to cure such Curable Default Relevant Financial Covenant(s) and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash nature of the applicable Specified Contribution and application remedial action being taken, confirming that to the best of their knowledge the requirements of the Specified Contribution Relevant Financial Covenant will be met after the Cure Subscription or Cure Loan (taking account of the effect of any prepayment of Loans pursuant to paragraph (e) above) and accompanied by an updated set of projections approved by a member of Senior Management of the Company and in form satisfactory to the Obligations, Facility Agent (acting reasonably) demonstrating compliance with the applicable Curable Defaults shall be deemed waived.Relevant Financial Covenant until the Termination Date in respect of Facility C.

Equity Cure Right. Notwithstanding (a) If the foregoingrequirements of any of paragraphs (a) to (c) of Clause 19.2 (Financial condition) (a Relevant Financial Covenant) are not met in respect of a Relevant Period, if the cash proceeds (the "Cure Amount") received by the Borrower pursuant to any New Equity (a "Cure Subscription") or additional shareholder loans or Permitted Subordinated Debt (a "Cure Loan") (in each case in accordance with this Agreement) after the end of that Relevant Period but prior to the end of the period of 20 Business Days following the date on which the Compliance Certificate setting out the calculations in respect of the relevant covenant determination is required to be delivered pursuant to Clause 18.2 (Compliance Certificate) shall be included in a recalculation of the Relevant Financial Covenant(s) by making a pro forma adjustment to Consolidated EBITDA (solely for the purpose of ascertaining compliance with the Relevant Financial Covenant(s) and not for any other purpose) such that Consolidated EBITDA is increased by an Event amount equal to the Cure Amount. (b) If, after giving effect to the recalculation referred to in paragraph (a) above, the requirements of Default occurs the Relevant Financial Covenant(s) are met, then (subject to the other provisions of this Clause 19.3) the requirements of paragraphs (a) to (c) of Clause 19.2 (Financial condition) shall be deemed to have been satisfied as a result at the relevant original date of Borrowers’ determination as though there had been no failure to comply with Section 6.5(a) such requirements and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form of common equity any Default or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred occasioned thereby shall be deemed to have been remedied for the purposes of the Bridge Finance Documents. (beginning with the first full fiscal quarter following the Closing Datec) but prior The relevant Cure Amount shall be added to the day that is twenty (20) Business Days after the day on which financial statements are required and considered to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), will, at the written request part of Borrowing Agent, be included in the calculations of Consolidated EBITDA solely for the purposes purpose of determining ascertaining compliance with such financial covenants that Relevant Financial Covenant(s) as at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, Relevant Period immediately prior to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing receipt and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance such Cure Amount in accordance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after Clause 19.3 and as at the end of the calendar month next three following Relevant Periods. (d) Not more than one Cure Subscription or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth Cure Loan may occur in any twelve Month period and not more than four Cure Subscriptions or Cure Loans may occur prior to the calculation date that is 108 Months after the Closing Date. (e) Any Cure Amount must be applied in accordance with the terms of the applicable amount Senior Facilities Agreement. (f) Prior to a Cure Subscription or Cure Loan, the Borrower shall deliver to the Bridge Facility Agent a certificate signed by two directors of the Specified Contribution necessary to cure such Curable Default and upon receipt of which Borrower setting out the Agent and Lenders shall not be permitted to impose reasons for the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash breach of the applicable Specified Contribution Relevant Financial Covenant(s) and application the nature of the Specified Contribution remedial action being taken, confirming that to the Obligations, best of their knowledge the applicable Curable Defaults shall requirements of the Relevant Financial Covenant will be deemed waivedmet after the Cure Subscription or Cure Loan (taking account of the effect of any prepayment of the Senior Facilities with any Cure Amount and accompanied by an updated set of projections approved by a member of Senior Management of the Borrower and in form satisfactory to the Facility Agent (acting reasonably) demonstrating compliance with the Relevant Financial Covenant until the date that is 108 Months after the Closing Date.

Equity Cure Right. Notwithstanding In the foregoing, if an Event of Default occurs as a result of Borrowers’ failure event that the Borrowers fail to comply with the requirements of any financial covenant set forth in Section 6.5(a) and Section 6.5(b) 7.11, from the end of the applicable fiscal quarter until the 15th Business Day after delivery of the related Compliance Certificate, Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings (a the “Curable DefaultCure Amount”), an equity contribution and, in each case, to Innovex (in contribute some or all of any such cash to the form capital of common equity or other equity having terms acceptable the Borrowers, and apply the amount of the proceeds thereof received by the Borrowers to Agent in its Permitted Discretion) in an amount increase Consolidated EBITDA with respect to such applicable quarter (the “Specified ContributionCure Right”); provided that (a) sufficient to, when added to EBITDA as more fully set forth below, cause such proceeds are actually received by the Borrowers to be in compliance with this Section 6.5 no later than fifteen (15) days after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day date on which financial statements are required to be delivered with respect to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”)hereunder, will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) such proceeds received by the use Borrowers do not exceed the aggregate amount necessary to cure (by addition to EBITDA) such Event of proceeds from any Specified Contribution will be disregarded Default under Section 7.11 for all other purposes under this Agreement and the Other Documents (includingsuch period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) the Cure Right shall not be exercised more than five times during the term of the Loans and (d) in each period of four fiscal quarters, there shall be no more than at least two fiscal quarters during which the Cure Right is not exercised. If, after giving effect to the foregoing pro forma adjustment (2) Specified Contributions made during but not, for the avoidance of doubt, giving pro forma effect to any four (4) consecutive fiscal quarter periodrepayment of Indebtedness in connection therewith), and no Specified Contribution the Borrowers are in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants set forth in Section 7.11, the Borrowers shall be deemed to have satisfied the requirements of such section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.11 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 6.5 during 8.04 may not be relied on for purposes of calculating any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent financial ratios other than as applicable to Section 7.11 and shall deliver not result in any adjustment to Agent irrevocable written notice of its intent to cure any such Curable Default no later amounts other than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary EBITDA referred to cure such Curable Default and upon in the immediately preceding sentence. Upon the Administrative Agent’s receipt of a written notice from the Borrowers that they intend to exercise the Cure Right (a “Notice of Intent to Cure”), until the 15th Business Day following the date that financial statements for the fiscal quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 6.01(a) or (b), neither the Administrative Agent (or any sub agent therefor) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments or any Incremental Commitments, and none of the Administrative Agent (or any sub-agent therefor) nor any other Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of such Event of Default having occurred and being continuing under Section 7.11. Notwithstanding any other provision in this Agreement to the contrary, no Lender or L/C Issuer shall be required to make any Credit Extension hereunder during the period during which the Agent Cure Right may be exercised, unless and Lenders shall not be permitted to impose until the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedCure Amount is actually received.

Equity Cure Right. Notwithstanding the foregoingexistence of a Default resulting from a financial covenant violation under Section 11.12, if an Event a cash equity contribution made to Holdings and by Holdings to the Company (which cash equity contribution shall not be made pursuant to the issuance of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”Disqualified Equity Interests), an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for Financial Quarter with respect to which such Event of Default financial covenant violation has occurred (beginning with the first full fiscal quarter following the Closing Date) but and on or prior to the day that is twenty (20) 10 Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”)Financial Quarter, will, at the written request of Borrowing Agentthe Borrowers, be included in the calculations calculation of EBITDA solely with respect to each applicable provision of Section 8.03 (applied to the last month of the Financial Quarter being tested for the purposes of determining compliance with such the financial covenants under Section 11.12 at the end of such fiscal quarter Financial Quarter and any subsequent testing period that includes such fiscal quarterFinancial Quarter (any such equity contribution, a “Specified Contribution”)); provided further that (ai) the maximum aggregate amount of any Specified Contribution Contributions will not be no greater than the amount required necessary to cause Borrowers to be in compliance with the covenants in Section 6.5; 11.12, (biii) each Specified Contribution and the use of proceeds from any Specified Contribution thereof will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there provided that any repayment of Debt with such proceeds shall be reflected in the calculation of covenants hereunder after such Specified Contribution is no longer reflected in the current calculations of EBITDA, (iv) no more than two five such Specified Contributions may be made during the term of this Agreement, (2v) Specified Contributions may not be made during in two consecutive Fiscal Quarters, (vi) Specified Contributions may not be made more than twice in any four consecutive Fiscal Quarters and (4vii) consecutive fiscal quarter period, and no the aggregate amount of any Specified Contribution Contributions shall not exceed (A) $5,000,000 in any two four consecutive Fiscal Quarters or (2B) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances $10,000,000 in the manner set forth in Section 2.20(d) of this Agreement and (e) aggregate after the reduction in total Indebtedness resulting Closing Date; provided that, from such application of the Specified Contribution date the Borrower shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written have provided notice of its intent to cure any such Curable Default no later than thirty (30the “Notice to Cure”) days until the earlier of 10 Business Days after the end delivery of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount Notice to Cure and timely receipt of the Specified Contribution necessary Contribution, no Default resulting solely from failure to cure such Curable Default and upon receipt of which the Agent and Lenders comply with Section 11.12 shall not be permitted deemed to impose the Default Rate, accelerate the Obligations or exercise exist for any rights or remedies against the Collateralpurpose under this Agreement. Upon timely receipt by Agent the Borrower in cash of the applicable Specified Contribution and application of the Specified Contribution to the ObligationsContribution, the applicable Curable Defaults shall be deemed waivedwaived and retroactively cured with the same effect as though there had been no failure to comply with the applicable financial covenants.

Equity Cure Right. Notwithstanding In the foregoing, if an Event of Default occurs as a result of Borrowers’ failure event the Obligors fail to comply with Section 6.5(athe financial covenants set forth in Item 9 of the Terms Schedule (the “Financial Covenants”) and Section 6.5(b) as of the end of any Measurement Period (such Measurement Period, a “Curable DefaultCure Period”), an equity contribution subject to Innovex (in the form terms and conditions hereof, the then existing direct or indirect equityholders of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount the Borrower shall have the right (the “Specified ContributionCure Right”) sufficient from the last day of the Cure Period until the expiration of the thirtieth (30th) day subsequent to the date the financial statements for the Cure Period are first required to be delivered to the Agent pursuant to Section 5.6, to make an equity investment in the Borrower in cash in an aggregate amount equal to, when added but not greater than, the amount necessary to EBITDA as more fully set forth below, cause Borrowers the Obligors to be in compliance with this Section 6.5 after the last day Financial Covenants (hereinafter, the “Cure Amount”), and upon the receipt by the Borrower of the fiscal quarter Cure Amount, the Financial Covenants shall then be recalculated giving effect to the following pro forma adjustments: (a) such equity investment shall be disregarded for which such purposes of the determination of any baskets or other ratios with respect to the covenants contained in Section 6; (b) in the event of a Default or Event of Default occurred as a result of a breach of the covenants contained in clause (beginning ii) of Item 9 of the Terms Schedule, EBITDA shall be increased in an amount equal to the Cure Amount for the Measurement Period in respect of which the Cure Right shall have been exercised; (c) in the event of a breach of the covenant contained in clause (i) of Item 9 of the Terms Schedule, Liquidity shall be increased in an amount equal to the Cure Amount for the Measurement Period in respect of which the Cure Right shall have been exercised; and (d) if, after giving effect to the foregoing recalculations, the Obligors shall then be in compliance with the first full fiscal quarter following requirements of the Closing DateFinancial Covenants, the Obligors shall be deemed to have been in compliance with the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default or Event of Default of the Financial Covenants that had occurred shall be deemed not to have occurred for this purpose of the Agreement. In the event that (i) but prior no Default or Event of Default exists other than that arising due to failure of the Obligors to comply with the Financial Covenants and (ii) the Borrower shall have delivered to the Agent written notice of its intention to exercise the Cure Right (which notice shall be delivered no earlier than fifteen (15) days prior to, and no later than the fifth (5th) day that is twenty (20) Business Days after subsequent to, the day on which date the applicable financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”hereunder), will, at which exercise if fully consummated would be sufficient in accordance with the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required terms hereof to cause Borrowers the Obligors to be in compliance with Section 6.5; the Financial Covenants as of the relevant date of determination, then from and following receipt by the Agent of any such notice and until the date that is the earlier of (bx) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents thirtieth (including, 30th) day subsequent to the extent applicabledate the applicable financial statements are required to be delivered and (y) the date, calculating EBITDA for purposes of determining basket levelsif any, pricing and on which the Borrower notifies the Agent in writing that such Cure Right shall not be exercised, then neither the Agent nor any Lender shall exercise any remedies set forth in Section 7.2 hereof during such period, or any other items governed by reference rights or remedies under any other Loan Document. Notwithstanding anything herein to EBITDA or that include EBITDA the contrary, in no event shall the Borrower be permitted to exercise the Cure Right hereunder (x) more than four (4) times in the determination thereof in any respect); aggregate during the term of this Agreement, or (cy) there shall be no more than two (2) Specified Contributions made times during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the same calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedyear.

Equity Cure Right. Notwithstanding For purposes of determining compliance with the foregoingfinancial covenants set forth in Section 6.11 (as referred to in this Section 7.02, if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a the “Curable DefaultFinancial Covenants”), an any cash equity contribution (which equity shall be common equity) made to Innovex (in the form Borrower, directly or indirectly, by one or more of common equity its direct or indirect equityholders or any other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 third-party investor after the last day beginning of the relevant fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but and on or prior to the day that is twenty eleven (2011) Business Days after the day date on which financial statements are a Compliance Certificate is required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), 5.01(c) will, at the written request direction of Borrowing Agentthe Borrower, be included in the calculations calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants the Financial Covenants at the end of such fiscal quarter and any applicable subsequent testing period that includes periods which include such fiscal quarterquarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided further provided, that (aA) no more than one (1) Specified Equity Contribution shall be made during any period of four (4) consecutive fiscal quarters, (B) no more than two (2) Specified Equity Contributions shall be made during the term of this Agreement, (C) the maximum amount of any Specified Equity Contribution will shall be no greater than the amount required to cause Borrowers the Borrower to be in compliance with Section 6.5; the Financial Covenants, (bD) the use of proceeds from any all Specified Contribution will Equity Contributions shall be disregarded in the calculation of Consolidated EBITDA for all other purposes under this Agreement and the Other Documents (including, to the extent applicablewithout limitation, calculating EBITDA for purposes of determining basket levelsany financial ratio-based conditions, pricing or any baskets with respect to any other covenants contained in this Agreement) and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (cE) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution pro forma reduction in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) Indebtedness with the proceeds of a Specified Equity Contributions for purposes of determining compliance with the Financial Covenants for the fiscal quarter in respect of which such Specified Equity Contribution is made and all Specified Contributions will be paid to Agent and applied to prepay applicable subsequent periods which include such fiscal quarter. If, after the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application making of the Specified Equity Contribution and the recalculations of Consolidated EBITDA pursuant to the preceding paragraph, the Borrower shall not then be taken into account for purposes of measuring in compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the ObligationsFinancial Covenants, the applicable Curable Defaults Borrower shall be deemed waivedto have satisfied the requirements of the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date.

Equity Cure Right. Notwithstanding In the foregoing, if an event any Event of Default occurs arises as a result of Borrowers’ failure to comply with a breach of any covenant set forth in Section 6.5(a) and Section 6.5(b) 8 (each, a “Curable Financial Covenant Default”), an equity contribution as of the end of any Measurement Period, the Borrower shall have the right to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount cure such Financial Covenant Default (the “Specified ContributionCure Right”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be by issuing or selling Equity Interests or receiving cash capital contributions in compliance with this Section 6.5 after each case during the last day period of ten days following the date of delivery of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent Compliance Certificate for such fiscal quarter pursuant to Section 9.8 (Measurement Period and treating the “Required Contribution Date”)amount of the net proceeds thereof as Consolidated EBITDA for such Measurement Period, will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that that: (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent Borrower shall deliver to the Agent irrevocable written notice of its intent to cure exercise the Cure Right with respect to any Financial Covenant Default concurrent with the delivery by the Borrower of the Compliance Certificate for such Curable Default Measurement Period; (b) the amount of the net proceeds of any Equity Interests or cash capital contributions treated as Consolidated EBITDA for such Measurement Period shall be no later than thirty (30) days after greater that the amount required to cause the Borrower to be in compliance with the covenants set forth in Section 8 as at the end of such Measurement Period; (c) the calendar month or Borrower shall have the right to exercise the Cure Right not more than two times in any fiscal year and not more than four times during the term of this Agreement; and (d) such net proceeds shall be treated as Consolidated EBITDA for such Measurement Period and for the future four fiscal quarter as period that includes such Measurement Period. Upon receipt of which evidence reasonably satisfactory to the Agent of the Borrower’s receipt of such Curable Default occurrednet proceeds, which cure notice shall together with a restated Compliance Certificate evidencing compliance with the covenants set forth in Section 8 hereof for the calculation Measurement Period after giving effect to the exercise of the applicable amount of Cure Right in accordance with the Specified Contribution necessary to cure terms hereof, in each case within such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations10 day period, the applicable Curable Defaults Borrower shall be deemed waivedto have satisfied the requirements of Section 8 for the Measurement Period with the same effect as though there had been no failure to comply therewith, and the Financial Covenant Default existing from breach of such covenants shall be deemed cured for the purposes of this Agreement with no further action required by the Agent or the Lenders.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in this Section 7.14 or in any Loan Document, if in the event that Borrower fails to comply with any covenant set forth in this Section 7.14 during any Fiscal Quarter ending on or after June 30, 2018, then Borrower shall have the right to cure such failure (the “Cure Right”) by receiving cash proceeds from an issuance of common Equity (other than Disqualified Capital Stock) as a cash capital contribution made to Borrower after the end of such Fiscal Quarter and on or prior to the day (the “Cure Deadline”) that is ten (10) Business Days after delivery by Borrower to Lenders of a written notice of its intent to cure an Event of Default occurs as a result of Borrowers’ failure to comply with under Section 6.5(a) and Section 6.5(b) 7.14 (a “Curable Default”), an equity contribution to Innovex (in the form of common equity which written notice shall be delivered on or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day date that is twenty five (205) Business Days days after the day on which financial statements are required to be delivered with respect to Agent such Fiscal Quarter) solely for purpose of such fiscal quarter cure and not otherwise required for working capital or capital expenditures purposes, and upon receipt by Borrower of such cash proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, the covenant set forth in this Section 9.8 7.14 shall be recalculated as follows: (the “Required Contribution Date”)i) Consolidated Adjusted EBITDA shall be increased, will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes purpose of determining compliance with such the financial covenants contained herein at the end of such fiscal quarter the Fiscal Quarter for which the Cure Right was exercised and any each applicable subsequent testing period that includes include such fiscal quarterFiscal Quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided further that neither Administrative Agent or Lenders shall exercise any rights or remedies (other than instituting at the Default Rate) with respect to any Event of Default that exists pursuant to Section 7.14 during the ten (10) Business Day period following notice by Borrower that it intends to exercise such Cure Right and affect such recalculation; 99 (ii) if, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of a covenant of this Section 7.14, Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date; provided that (aA) in each period of four (4) consecutive Fiscal Quarters there shall be at least two (2) Fiscal Quarters in which no Cure Right is exercised and the maximum amount of any Specified Contribution will Cure Right shall not be used in two (2) consecutive Fiscal Quarters, (B) each Cure Amount shall be no greater than the amount required to cause Borrowers Borrower to be in compliance with the applicable covenants of this Section 6.57.14 (such 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 Borrower in good faith that is required for purposes of complying with the applicable covenants of this Section 7.14 for such Fiscal Quarter (bsuch amount, the “Expected Cure Amount”), (C) the use of proceeds from any Specified Contribution will all Cure Amounts shall be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of any financial ratio determination under the Loan Documents other than for determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial applicable covenants in of this Section 6.5 7.14, (D) no Lender or LC Issuer shall be required to make any extension of credit hereunder during any period that includes Adjusted EBITDA resulting from the ten (10) Business Days after delivery by Borrower to Lenders of a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure an Event of Default referred to above, unless Borrower shall have received the Cure Amount, (E) Borrower may not exercise the Cure Right in more than four (4) Fiscal Quarters during the period from the Closing Date to the Maturity Date and (F) Borrower may not make any cash Distributions unless it is in compliance with this Section 7.14 and in compliance with the conditions for such Curable Default no cash Distribution, in each case where the then immediately preceding four (4) Fiscal Quarter period did not include any Cure Amount. (iii) To the extent that the Expected Cure Amount is less than the Necessary Cure Amount, then not later than thirty the applicable Cure Deadline, Borrower must (30i) days after the end receive cash proceeds from issuance of the calendar month or fiscal quarter common Equity as of which such Curable Default occurreda cash capital contribution made to Borrower, which cure notice cash proceeds received by Borrower shall set forth be equal to the calculation shortfall between such Expected Cure Amount and such Necessary Cure Amount, and (ii) furnish evidence satisfactory to Administrative Agent of such receipt and an additional Compliance Certificate evidencing the modified calculations. To the extent that the Expected Cure Amount is greater than the Necessary Cure Amount, the Cure Amount included in Consolidated Adjusted EBITDA pursuant to clause (i) shall nevertheless be limited to the actual amount required to cause Borrower to be in compliance with the applicable amount covenants of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedthis Section 7.14.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if solely for the purpose of determining whether an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in has occurred under the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Total Net Leverage Ratio set forth belowin Section 6.08(a) as of the last day of any Fiscal Quarter, cause Borrowers to be in compliance with this Section 6.5 for the period commencing after the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until the tenth (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (2010) Business Days Day after the day date on which financial statements for such Fiscal Quarter are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.01(b) (or in the case of the fourth Fiscal Quarter, the financial statements delivered pursuant to Section 5.01(c)) (the “Required Contribution DateCure Deadline”), will, at Borrower (or any Parent) shall have the written request right to contribute Cash proceeds from a Permitted Stock Issuance to the capital of Borrowing Agent, be included in the calculations Credit Parties prior to the Cure Deadline and apply the amount of the proceeds so contributed to increase Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided further that (a) the maximum Specified Equity Contribution is actually received by Borrower after the last day of the applicable Fiscal Quarter and no later than the Cure Deadline, (b) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) consecutive Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers Borrower to be in compliance with Section 6.5; the Financial Covenant, (bd) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, financial ratio based conditions, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); Consolidated Adjusted EBITDA, (ce) there shall be no more than two five (25) Specified Equity Contributions made during in the aggregate after the Closing Date and (f) any four (4) consecutive fiscal quarter period, and no Specified Equity Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will shall be paid required to Agent and be applied to prepay any then outstanding principal amount of Term Loans or, subject to the Advances in Senior Subordination Agreement, the manner set forth in Section 2.20(dSenior Indebtedness; provided, that any loans so prepaid shall be deemed outstanding for purposes of determining compliance with the Financial Covenant for the current Fiscal Quarter and the next three (3) of this Agreement Fiscal Quarters thereafter, and (e) the reduction in total Indebtedness resulting cash proceeds from such application of the Specified Equity Contribution shall not be taken into account included for cash netting purposes in the determination of Consolidated Total Debt or any financial ratio. Upon the making of any Specified Equity Contribution in accordance with the previous sentence, the Financial Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (A) Consolidated Adjusted EBITDA for such Fiscal Quarter shall be increased with respect to such applicable Fiscal Quarter (solely for the purposes of determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter), by an amount equal to the Specified Equity Contribution; and (B) if, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of the Financial Covenant, Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of measuring compliance with this Agreement. Notwithstanding anything herein to the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting contrary, upon receipt by Administrative Agent of a notice from a Specified Contribution. Borrowing Agent shall deliver the Borrower prior to Agent irrevocable written notice the Cure Deadline of its intent to cure any such Curable Event of Default (“Notice of Intent to Cure”), through the Cure Deadline no later than thirty (30) days after the end Default or Event of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedto have occurred on the basis of any failure to comply with the Financial Covenant unless such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Deadline. No Specified Equity Contribution shall be applied to (i) increase the Available Amount, (ii) make any Consolidated Capital Expenditures or (iii) make an Investment pursuant to Section 6.07(m) or (s).”. (g) Section 10.06 of the Credit Agreement is hereby amended by replacing clause (i)(ii) thereof in its entirety as follows:

Equity Cure Right. Notwithstanding For purposes of determining compliance with the foregoingfinancial covenants set forth in Section 10.2, if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an any cash equity contribution to Innovex Borrower (in the form funded with proceeds of common equity or other preferred equity having terms acceptable in a form reasonably satisfactory to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient toAdministrative Agent), when added which shall be substantially concurrently contributed to EBITDA as more fully set forth belowthe capital of Borrower, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but on or prior to the day that is twenty ten (2010) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), 8.1(a) or Section 8.1(b) will, at the written request irrevocable election of Borrowing AgentBorrower, be included in the calculations calculation of EBITDA for such fiscal quarter solely for the purposes of determining compliance with such the financial covenants set forth in Section 10.2 at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarterquarter (any such equity contribution so included in the calculation of EBITDA, a Specified Equity Contribution); provided further that (a) no Lender shall be required to make any extension of credit during the maximum ten (10) Business Day period referred to above unless Borrower has received the proceeds of such Specified Equity Contribution or all such Defaults and Potential Defaults shall have been waived in accordance with the terms of this Agreement, (b) (i) in each consecutive four fiscal quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is made, (ii) Specified Equity Contributions may not be made in consecutive fiscal quarters, and (iii) there shall be no more than four (4) Specified Equity Contributions made in the aggregate after the Closing Date, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers Borrower and its Subsidiaries to be in compliance with the financial covenants set forth in Section 6.5; 10.2, (bd) the use of proceeds from any all Specified Contribution Equity Contributions (x) will be disregarded for all other purposes under this Agreement and purposes, including the Other Documents (including, to the extent applicable, calculating calculation of EBITDA for purposes the purpose of determining calculating basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); and (cy) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement readily available funds, and (e) the reduction in total Indebtedness resulting from such application proceeds of the each Specified Equity Contribution shall not be taken into account for purposes contributed to Borrower as an equity contribution in the form of measuring compliance with common Equity Interests or preferred Equity Interests in a form reasonably satisfactory to the Administrative Agent and applied to repay the Term Loans pursuant to Section 3.3(b)(ii)(C). Upon Borrower’s receipt of such Specified Equity Contribution, the applicable financial covenants set forth in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent 10.2 shall deliver be deemed to Agent irrevocable written notice be satisfied and complied with as of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or relevant fiscal quarter with the same effect as of which such Curable Default occurred, which cure notice shall set forth the calculation of though there had been no failure to comply with the applicable amount of the Specified Contribution necessary to cure financial covenants and any Potential Default or Default under such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults financial covenants shall be deemed waivednot to have occurred for purposes of the Loan Documents.

Equity Cure Right. Notwithstanding In the foregoing, if an Event of Default occurs as a result of Borrowers’ failure event the Obligors fail to comply with Section 6.5(athe financial covenants set forth in Item 9 of the Terms Schedule (the “Financial Covenants”) and Section 6.5(b) as of the end of any Measurement Period (such Measurement Period, a “Curable DefaultCure Period”), an equity contribution subject to Innovex (in the form terms and conditions hereof, the then existing direct or indirect equityholders of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount the Borrower shall have the right (the “Specified ContributionCure Right”) sufficient from the last day of the Cure Period until the expiration of the thirtieth (30th) day subsequent to the date the financial statements for the Cure Period are first required to be delivered to the Agent pursuant to Section 5.6, to make an equity investment in the Borrower in cash in an aggregate amount equal to, when added but not greater than, the amount necessary to EBITDA as more fully set forth below, cause Borrowers the Obligors to be in compliance with this Section 6.5 after the last day Financial Covenants (hereinafter, the “Cure Amount”), and upon the receipt by the Borrower of the fiscal quarter Cure Amount, the Financial Covenants shall then be recalculated giving effect to the following pro forma adjustments: (a) such equity investment shall be disregarded for which such purposes of the determination of any baskets or other ratios with respect to the covenants contained in Section 6; (b) in the event of a Default or Event of Default occurred as a result of a breach of the covenants contained in clause (beginning ii) of Item 9 of the Terms Schedule, EBITDA shall be increased in an amount equal to the Cure Amount for the Measurement Period in respect of which the Cure Right shall have been exercised; (c) in the event of a breach of the covenant contained in clause (i) of Item 9 of the Terms Schedule, Liquidity shall be increased in an amount equal to the Cure Amount for the Measurement Period in respect of which the Cure Right shall have been exercised; and (d) if, after giving effect to the foregoing recalculations, the Obligors shall then be in compliance with the first full fiscal quarter following requirements of the Closing DateFinancial Covenants, the Obligors shall be deemed to have been in compliance with the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach, Default or Event of Default of the Financial Covenants that had occurred shall be deemed not to have occurred for this purpose of the Agreement. In the event that (i) but prior no Default or Event of Default exists other than that arising due to failure of the Obligors to comply with the Financial Covenants and (ii) the Borrower shall have delivered to the Agent written notice of its intention to exercise the Cure Right (which notice shall be delivered no earlier than fifteen (15) days prior to, and no later than the fifth (5th) day that is twenty (20) Business Days after subsequent to, the day on which date the applicable financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”hereunder), will, at which exercise if fully consummated would be sufficient in accordance with the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required terms hereof to cause Borrowers the Obligors to be in compliance with Section 6.5; the Financial Covenants as of the relevant date of determination, then from and following receipt by the Agent of any such notice and until the date that is the earlier of (bx) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents thirtieth (including, 30th) day subsequent to the extent applicabledate the applicable financial statements are required to be delivered and (y) the date, calculating EBITDA for purposes of determining basket levelsif any, pricing and on which the Borrower notifies the Agent in writing that such Cure Right shall not be exercised, then neither the Agent nor any Lender shall exercise any remedies set forth in Section 7.2 hereof during such period, or any other items governed by reference rights or remedies under any other Loan Document. Notwithstanding anything herein to EBITDA or that include EBITDA the contrary, in no event shall the Borrower be permitted to exercise the Cure Right hereunder (x) more than four (4) times in the determination thereof in any respect); aggregate during the term of this Agreement, or (cy) there shall be no more than two (2) Specified Contributions made times during any four the same calendar year. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (4I) consecutive fiscal quarter period, and no Specified Contribution in any two IS NOT MATERIAL AND (2II) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedWOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Equity Cure Right. Notwithstanding (a) If the foregoingrequirements of any of paragraphs (a) to (c) of Clause 24.2 (Financial condition) (a “Relevant Financial Covenant”) are not met in respect of a Relevant Period, if the cash proceeds (the “Cure Amount”) received by the Company pursuant to any New Equity (a “Cure Subscription”) or additional shareholder loans or Permitted Subordinated Debt (a “Cure Loan”) (in each case in accordance with this Agreement) after the end of that Relevant Period but prior to the end of the period of 20 Business Days following the date on which the Compliance Certificate setting out the calculations in respect of the relevant covenant determination is required to be delivered pursuant to Clause 23.2 (Compliance Certificate) shall be included in a recalculation of the Relevant Financial Covenant(s) by making a pro forma adjustment to Consolidated EBITDA (solely for the purpose of ascertaining compliance with the Relevant Financial Covenant(s) and not for any other purpose) such that Consolidated EBITDA is increased by an Event amount equal to the Cure Amount. (b) If, after giving effect to the recalculation referred to in paragraph (a) above, the requirements of Default occurs the Relevant Financial Covenant(s) are met, then (subject to the other provisions of this Clause 24.3) the requirements of paragraphs (a) to (c) of Clause 24.2 (Financial condition) shall be deemed to have been satisfied as a result at the relevant original date of Borrowers’ determination as though there had been no failure to comply with Section 6.5(a) such requirements and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form of common equity any Default or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred occasioned thereby shall be deemed to have been remedied for the purposes of the Senior Finance Documents. (beginning with the first full fiscal quarter following the Closing Datec) but prior The relevant Cure Amount shall be added to the day that is twenty (20) Business Days after the day on which financial statements are required and considered to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), will, at the written request part of Borrowing Agent, be included in the calculations of Consolidated EBITDA solely for the purposes purpose of determining ascertaining compliance with such financial covenants that Relevant Financial Covenant(s) as at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, Relevant Period immediately prior to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing receipt and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance such Cure Amount in accordance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after Clause 24.3 and as at the end of the calendar month next three following Relevant Periods. (d) Not more than one Cure Subscription or fiscal quarter Cure Loan may occur in any twelve Month period and not more than four Cure Subscriptions or Cure Loans may occur prior to the Termination Date in respect of Facility C. (e) Any Cure Amount must be applied in prepayment of Loans as provided for in Clause 11.4 (Voluntary prepayment of which such Curable Default occurredTerm Loans and Revolving Capex Loans). (f) Prior to a Cure Subscription or Cure Loan, which cure notice the Company shall set forth deliver to the calculation Facility Agent a certificate signed by two directors of the applicable amount Company setting out the reasons for the breach of the Specified Contribution necessary to cure such Curable Default Relevant Financial Covenant(s) and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash nature of the applicable Specified Contribution and application remedial action being taken, confirming that to the best of their knowledge the requirements of the Specified Contribution Relevant Financial Covenant will be met after the Cure Subscription or Cure Loan (taking account of the effect of any prepayment of Loans pursuant to paragraph (e) above) and accompanied by an updated set of projections approved by a member of Senior Management of the Company and in form satisfactory to the Obligations, Facility Agent (acting reasonably) demonstrating compliance with the applicable Curable Defaults shall be deemed waived.Relevant Financial Covenant until the Termination Date in respect of Facility C.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in this Section 7.1 or in Section 8, if an Event of Default occurs as a result of Borrowers’ failure in the event that Group Members fail to comply with the requirements of the financial covenant set forth in Section 6.5(a7.1(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified ContributionFinancial Condition Covenant”) sufficient tountil the expiration of the day that is ten (10) Business Days after the earlier of (i) the date the Compliance Certificate calculating such covenants is required to be delivered pursuant to Section 6.2(a)(ii)(x) or (ii) the date such Compliance Certificate is actually delivered, when added Borrower shall have the right to EBITDA issue Capital Stock (other than Disqualified Stock) to Permitted Investors for cash or otherwise receive cash contributions to the capital of Borrower (collectively, the “Cure Right”) in order to prepay the Term Loans, without penalty or premium, with such amounts as more fully set forth below, cause Borrowers are necessary to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 Financial Condition Covenant (the “Required Contribution DateCure Amount”), will, at . In no event shall the written request of Borrowing Agent, Cure Amount be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing complying with the Financial Condition Covenant as set forth herein. The Cure Amount will be used solely to prepay the Term Loans and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity. The Cure Right may be exercised not more than two (2) Specified Contributions made during two times in any four consecutive fiscal quarters period (and may not be exercised in consecutive fiscal quarters), and not more than four (4) consecutive times prior to the later of (x) the Revolving Termination Date or (y) the Term Loan Maturity Date. Upon the Administrative Agent’s receipt of the Cure Amount, the Financial Condition Covenant shall be recalculated (for such period and shall be so calculated for any subsequent period that includes the fiscal quarter periodin respect of which the Cure Right was exercised) giving effect to the following pro forma adjustments: (a) Consolidated Adjusted EBITDA shall be increased by the lesser of (i) 20% of Consolidated Adjusted EBITDA (calculated prior to giving effect to the Cure Amount) and (ii) the Cure Amount and (b) if, after giving effect to the foregoing calculations, Borrower is in compliance with the requirements of the Financial Covenants, then Borrower ​ ​ shall be deemed to have satisfied such Financial Condition Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and no Specified Contribution the applicable breach or default of the Financial Condition Covenant that occurred shall be deemed cured for the purposes of this Agreement. The resulting increase to Consolidated Adjusted EBITDA from the exercise of the Cure Right shall not result in any two (2) consecutive quartersadjustment to Consolidated Adjusted EBITDA or any other financial definition for any purposes under this Agreement or any Loan Document, in each case other than for purposes of calculating the Financial Covenant. Notwithstanding the foregoing, for purposes of calculating Consolidated Senior Indebtedness during the fiscal quarter for which the Cure Right was exercised and any time in subsequent fiscal quarter for which Fixed Charge Coverage Ratio compliance Consolidated Adjusted EBITDA is being tested quarterlydeemed to be increased by the Cure Amount, (d) Consolidated Senior Indebtedness shall be calculated as if the proceeds of all Specified Contributions will be paid to Agent and Cure Amount was not applied to prepay reduce the Advances in Obligations. For the manner set forth in Section 2.20(d) avoidance of this Agreement doubt, from and (e) after the reduction in total Indebtedness resulting from such application exercise of the Specified Contribution Cure Right, no Lender shall have any obligation to make any Revolving Loans, and the Issuing Lender shall not be taken into account for purposes required to issue any Letter of measuring compliance Credit, prior to the prepayment of the Term Loans in connection with the financial covenants such exercise in accordance with this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution7.1(b). Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.​

Equity Cure Right. (a) Notwithstanding anything to the foregoingcontrary contained in this Agreement, if an in the event that the Borrowers fail to comply with any Financial Performance Covenant under Section 10.13 for any Test Period (such period being a “Covenant Failure Period”), the Borrowers may cure such failure as provided in this Section 11.03 (the “Cure Right”). The Cure Right shall be deemed to have been validly exercised, and no Default or Event of Default occurs shall be deemed to have existed, so long as (i) the Administrative Borrower has issued a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior written notice to the day that is twenty Administrative Agent within ten (2010) Business Days after the day date on which financial statements are a Compliance Certificate is required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 9.01(d) for the Covenant Failure Period, (ii) during the Covenant Failure Period or thereafter but no later than fifteen (15) Business Days after the date on which a Compliance Certificate is required to be delivered pursuant to Section 9.01(d) for the Covenant Failure Period, the Administrative Agent has received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that, during or after the Covenant Failure Period, the Borrowers have received a cash equity contribution in an amount equal to the amount by which Pro Forma Consolidated Adjusted EBITDA for the Covenant Failure Period would need to be increased so as to result in the Borrowers being in compliance with the then applicable Financial Performance Covenant(s) for such period (a “Required Contribution DateCure Amount”), will(iii) the Cure Right has not been exercised on more than five (5) separate prior occasions, at the written request of Borrowing Agent, be included (iv) in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such any four (4) fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (includingperiod, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, quarters during which the Cure Right has been exercised and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (dv) the proceeds of all Specified Contributions will Cure Amount shall be paid to Agent and applied used to prepay the Advances Loans in accordance with Section 5.02(a)(v). (b) Upon the manner valid exercise of the Cure Right, solely for purposes of calculating the Financial Performance Covenants (i) the Pro Forma Consolidated Adjusted EBITDA for the Covenant Failure Period shall be increased by the Cure Amount with respect thereto and no Default or Event of Default shall be deemed to have occurred due to the failure of the Borrowers to comply with the then applicable Financial Performance Covenant(s) for such Covenant Failure Period and (ii) any subsequent calculation of Pro Forma Consolidated Adjusted EBITDA that includes a Covenant Failure Period shall include the Cure Amount received with respect thereto. Without limiting the foregoing, no Cure Amounts shall be included in Pro Forma Consolidated Adjusted EBITDA when calculated for purposes of determining the Applicable Margin, determining the Borrowers’ compliance with any numerical thresholds set forth in Section 2.20(d) any covenant in this Agreement, determining the availability of any Loan, compliance with any provision of this Agreement and or for any other purpose whatsoever. (ec) For the reduction in total Indebtedness resulting avoidance of doubt, notwithstanding anything to the contrary herein, no Default or Event of Default shall be deemed to exist from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or applicable fiscal quarter until the tenth (10th) Business Day after the most recently ended Test Period, and, to the extent a notice of the intent to exercise a Cure Right is delivered as specified above, no Default or Event of which such Curable Default occurred, which cure notice shall set forth be deemed to exist from the calculation end of the applicable amount of fiscal quarter until the Specified Contribution necessary to cure such Curable Default fifteenth (15th) Business Day after the most recently ended Test Period (and upon pending receipt of which the such Cure Amount, no Agent and Lenders nor any Lender (i) shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash Credit Parties or any of the applicable Specified Contribution and application Collateral or (ii) shall be required to make any Credit Extension to any Credit Party), in each case, solely as the result of the Specified Contribution to Event of Default arising from the Obligationsbreach of the Financial Performance Covenant that is being cured by the Cure Amount. (d) For the purposes of determining compliance with any Financial Performance Covenant under Section 10.13 for any Covenant Failure Period, the applicable Curable Defaults there shall be deemed waivedno Pro Forma reduction in Indebtedness with the proceeds of any Cure Amount for such period.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 8.01, if solely for the purpose of determining whether an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in has occurred under the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Total Net Leverage Ratio set forth belowin Section 6.08(a) as of the last day of any Fiscal Quarter, cause Borrowers to be in compliance with this Section 6.5 for the period commencing after the last day of the fiscal quarter for which such Event of Default occurred applicable Fiscal Quarter until the tenth (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (2010) Business Days Day after the day date on which financial statements for such Fiscal Quarter are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 5.01(b) (or in the case of the fourth Fiscal Quarter, the financial statements delivered pursuant to Section 5.01(c)) (the “Required Contribution DateCure Deadline”), will, at Borrower (or any Parent) shall have the written request right to contribute Cash proceeds from a Permitted Stock Issuance to the capital of Borrowing Agent, be included in the calculations Credit Parties prior to the Cure Deadline and apply the amount of the proceeds so contributed to increase Consolidated Adjusted EBITDA for such Fiscal Quarter solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter Fiscal Quarter and any subsequent testing period that includes such fiscal quarterFiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided further that (a) the maximum Specified Equity Contribution is actually received by Borrower after the last day of the applicable Fiscal Quarter and no later than the Cure Deadline, (b) in each consecutive four (4) Fiscal Quarter period there will be at least two (2) consecutive Fiscal Quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause Borrowers Borrower to be in compliance with Section 6.5; the Financial Covenant, (bd) the use of proceeds from any all Specified Contribution Equity Contributions will be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA for all other purposes under this Agreement and the Other Documents (includingpurposes, to the extent applicable, including calculating EBITDA for purposes of determining basket levels, financial ratio based conditions, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); Consolidated Adjusted EBITDA, (ce) there shall be no more than two five (25) Specified Equity Contributions made during in the aggregate after the Closing Date and (f) any four (4) consecutive fiscal quarter period, and no Specified Equity Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will shall be paid required to Agent and be applied to prepay any then outstanding principal amount of Term Loans or, subject to the Advances in Senior Subordination Agreement, the manner set forth in Section 2.20(dSenior Indebtedness; provided, that any loans so prepaid shall be deemed outstanding for purposes of determining compliance with the Financial Covenant for the current Fiscal Quarter and the next three (3) of this Agreement Fiscal Quarters thereafter, and (e) the reduction in total Indebtedness resulting cash proceeds from such application of the Specified Equity Contribution shall not be taken into account included for cash netting purposes in the determination of Consolidated Total Debt or any financial ratio. Upon the making of any Specified Equity Contribution in accordance with the previous sentence, the Financial Covenant shall be recalculated giving effect to the following adjustments on a Pro Forma Basis: (A) Consolidated Adjusted EBITDA for such Fiscal Quarter shall be increased with respect to such applicable Fiscal Quarter (solely for the purposes of determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter), by an amount equal to the Specified Equity Contribution; and (B) if, after giving effect to the foregoing recalculations, Borrower shall then be in compliance with the requirements of the Financial Covenant, Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for purposes of measuring compliance with this Agreement. Notwithstanding anything herein to the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting contrary, upon receipt by Administrative Agent of a notice from a Specified Contribution. Borrowing Agent shall deliver the Borrower prior to Agent irrevocable written notice the Cure Deadline of its intent to cure any such Curable Event of Default (“Notice of Intent to Cure”), through the Cure Deadline no later than thirty (30) days after the end Default or Event of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedto have occurred on the basis of any failure to comply with the Financial Covenant unless such failure is not cured pursuant to the Notice of Intent to Cure on or prior to the Cure Deadline. No Specified Equity Contribution shall be applied to (i) increase the Available Amount, (ii) make any Consolidated Capital Expenditures or (iii) make an Investment pursuant to Section 6.07(m) or (s).

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in this Section 7, if an Event of Default occurs as a result of Borrowers’ failure in the event that the Company fails to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully requirement set forth belowin Section 6.21 at any time when the Company is required hereunder to comply with such financial covenant, cause Borrowers to be in compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred then: (beginning with the first full fiscal quarter following the Closing Datea) but at any time prior to the day that is twenty (20) tenth Business Days after Day subsequent to the day on which date the relevant financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 6.5(a) or 6.5(b) (the last day of such period being the “Anticipated Cure Deadline”), Parent shall have the right to issue common equity or other Capital Stock Table of Contents for cash and contribute the proceeds therefrom (or otherwise make a cash equity contribution) to the Company (the “Required Contribution DateCure Right”), willand upon the receipt by the Company of such cash (the “Cure Amount”), at pursuant to the written request exercise by the Company of Borrowing Agentsuch Cure Right, be included the calculation of Adjusted Net Cash Flow as used in the calculations financial covenant set forth in Section 6.21 shall be recalculated (or to the extent such Cure Amount was received prior to the date the relevant financial statements are required to be delivered pursuant to Section 6.5(a) or 6.5(b), calculated) giving effect to the following pro forma adjustments: (i) Adjusted Net Cash Flow shall be increased, solely for the purpose of EBITDA solely measuring the financial covenant set forth in Section 6.21 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided that (1) the receipt by the Company of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs) and (2) no Cure Amount shall reduce Indebtedness on a Pro Forma Basis (by netting or otherwise) for the applicable period for purposes of calculating the financial covenant set forth in Section 6.21 or calculating the Debt to Capitalization unless such amount is actually applied to repay Indebtedness; and (ii) If, after giving effect to the foregoing recalculations (or calculations, as applicable), the Company shall then be in compliance with the requirement set forth in Section 6.21, the Company shall be deemed to have satisfied such requirement as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the financial covenant set forth in Section 6.21 that had, or would have, occurred shall be deemed cured for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarterthis Agreement; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; and (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations Loans held by them (including all amounts of Revolving L/C Obligations) or to exercise any rights or remedies against the Collateral. Upon timely receipt by Collateral on the basis of a failure to comply with the requirement set forth in Section 6.21, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline in respect of the relevant fiscal quarter; provided, in each case, that the Company shall have notified the Administrative Agent in cash writing of the applicable Specified Contribution and application exercise of such Cure Right on or prior to the Anticipated Cure Deadline. Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five (5) Cure Rights being exercised during the term of the Specified Contribution to the ObligationsRevolving Facility, (iii) for purposes of this Section 7.2, the applicable Curable Defaults Cure Amount utilized shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenant set forth in Section 6.21 and (iv) the Cure Amount shall be added to Adjusted Net Cash Flow for the relevant quarter and shall thereafter be deemed waivedto have been Adjusted Net Cash Flow received in such quarter for future financial covenant tests.

Equity Cure Right. Notwithstanding anything to the foregoingcontrary contained in Section 7.01, if an Event of Default occurs as a result of Borrowers’ failure in the event that Holdings and the Borrower fail to comply with Section 6.5(a) and Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex (in the form requirements of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (any of the “Specified Contribution”) sufficient to, when added to EBITDA as more fully Financial Covenants set forth belowin Section 6.12, cause Borrowers to be in compliance with this Section 6.5 after the last day of the applicable fiscal quarter and until the expiration of the tenth Business Day (the “Cure Deadline”) after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.01(c), Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to the capital of Holdings and apply the amount of the proceeds thereof to increase Consolidated EBITDA with respect to the applicable fiscal quarter and any Test Period that contains such fiscal quarter (the “Cure Right”); provided that (a) such proceeds are actually received by the Borrower (including through capital contribution of such net cash proceeds by Holdings to the Borrower) no later than ten Business Days after the date on which the Compliance Certificate is required to be delivered pursuant to Section 5.01(c), (b) such proceeds do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of Default occurred under Section 6.12 for the applicable period, (beginning c) the Cure Right shall not be exercised more than four times during the term of this Agreement, and (d) in each period of four consecutive fiscal quarters of Holdings, there shall be at least two consecutive fiscal quarters during which the Cure Right is not exercised. If, after giving effect to the foregoing adjustment, Holdings is in compliance with the first full fiscal quarter following Financial Covenants set forth in Section 6.12, then Holdings and the Closing Date) but Borrower shall be deemed to have satisfied the requirements of such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section that had occurred shall be deemed cured for purposes of this Agreement. Upon receipt by the Administrative Agent of written notice, on or prior to the day Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a fiscal quarter, none of the Administrative Agent or the Lenders shall be permitted to accelerate Loans held by them, terminate the Revolving Commitments or to exercise other remedies, including remedies against the Collateral, on the basis of a failure to comply with the requirements of the Financial Covenants set forth in Section 6.12, unless such failure is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline. The parties hereby acknowledge that this Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, may not be included in the calculations of EBITDA solely relied on for the purposes of determining compliance with such calculating any financial covenants at the end of such fiscal quarter ratios other than as applicable to Section 6.12 and shall not result in any subsequent testing period that includes such fiscal quarter; provided further that adjustment to any amounts (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating including Indebtedness or Consolidated EBITDA for purposes of determining basket levelscalculating the First Lien Leverage Ratio, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter periodTotal Leverage Ratio, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge the Interest Coverage Ratio compliance is being tested quarterlyor any Applicable Rate), (d) other than the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application amount of the Specified Contribution shall not be taken into account Consolidated EBITDA for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived6.12.

Equity Cure Right. Notwithstanding the foregoing, if an Event of Default occurs as a result of Borrowers’ failure to comply with Section 6.5(a) and and/or Section 6.5(b) (a “Curable Default”), an equity contribution to Innovex Borrowing Agent (in the form of common equity or other equity having terms acceptable to Agent in its Permitted Discretion) in an amount (the “Specified Contribution”) sufficient to, when added to EBITDA as more fully set forth below, cause Borrowers to be in compliance with this Section 6.5 6.5(a) and/or Section 6.5(b), as applicable, after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) the use of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions made during any four (4) consecutive fiscal quarter period, and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied (x) during a Cash Dominion Period, to prepay the Revolving Advances in the manner set forth subject to Xxxxxxxxx’ ability to reborrow Revolving Advances in Section 2.20(daccordance with the terms hereof, and (y) of this Agreement at any time (other than during a Cash Dominion Period), to Xxxxxxxx’s operating account at PNC and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waived.

Equity Cure Right. Notwithstanding In the foregoing, if an Event of Default occurs as a result of Borrowers’ failure event that the Borrowers fail to comply with the requirements of any financial covenant set forth in Section 6.5(a) and Section 6.5(b) 7.11, from the end of the applicable fiscal quarter until the 10th Business Day after delivery of the related Compliance Certificate, Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings (a the “Curable DefaultCure Amount”), an equity contribution and, in each case, to Innovex (in contribute any such cash to the form capital of common equity or other equity having terms acceptable the Borrowers, and apply the amount of the proceeds thereof to Agent in its Permitted Discretion) in an amount increase Consolidated EBITDA with respect to such applicable quarter (the “Specified ContributionCure Right”); provided that (a) sufficient to, when added to EBITDA as more fully set forth below, cause such proceeds are actually received by the Borrowers to be in compliance with this Section 6.5 no later than ten (10) days after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day date on which financial statements are required to be delivered with respect to Agent for such fiscal quarter pursuant to Section 9.8 (the “Required Contribution Date”)hereunder, will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) the maximum amount of any Specified Contribution will be no greater than the amount required to cause Borrowers to be in compliance with Section 6.5; (b) such proceeds do not exceed the use aggregate amount necessary to cure (by addition to EBITDA) such Event of proceeds from any Specified Contribution will be disregarded Default under Section 7.11 for all other purposes under this Agreement and the Other Documents (includingsuch period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) the Cure Right shall not be exercised more than five times during the term of the Loans and (d) in each period of four fiscal quarters, there shall be no more than at least two fiscal quarters during which the Cure Right is not exercised. If, after giving effect to the foregoing pro forma adjustment (2) Specified Contributions made during but not, for the avoidance of doubt, giving pro forma effect to any four (4) consecutive fiscal quarter periodrepayment of Indebtedness in connection therewith), and no Specified Contribution the Borrowers are in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds of all Specified Contributions will be paid to Agent and applied to prepay the Advances in the manner set forth in Section 2.20(d) of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants set forth in Section 7.11, the Borrowers shall be deemed to have satisfied the requirements of such section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.11 that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section 6.5 during 8.04 may not be relied on for purposes of calculating any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent financial ratios other than as applicable to Section 7.11 and shall deliver not result in any adjustment to Agent irrevocable written notice of its intent to cure any such Curable Default no later amounts other than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary EBITDA referred to cure such Curable Default and upon in the immediately preceding sentence. Upon the Administrative Agent’s receipt of a written notice from the Borrowers that they intend to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date that financial statements for the fiscal quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 6.01(a) or (b), neither the Administrative Agent (or any sub agent therefor) nor any Lender shall exercise the right to accelerate the Loans or terminate the Revolving Credit Commitments or any Incremental Commitments, and none of the Administrative Agent (or any sub-agent therefor) nor any other Lender or any Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of such Event of Default having occurred and being continuing under Section 7.11. Notwithstanding any other provision in this Agreement to the contrary, no Lender or L/C Issuer shall be required to make any Credit Extension hereunder during the period during which the Agent Cure Right may be exercised, unless and Lenders shall not be permitted to impose until the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedCure Amount is actually received.

Equity Cure Right. Notwithstanding the foregoingprovisions of Section 10.5 or this Article XI to the contrary, if an any Original Owner or any of its AffiliatesHoldings may, but shall not be obligated to, cure any potential Event of Default occurs as a result under Section 6.5 (such Event of Borrowers’ failure to comply with Section 6.5(a) and Section 6.5(b) (Default, a “Curable Financial Covenant Default”), an equity ) by making a capital contribution to Innovex (intoissuing or otherwise selling Qualified Equity Interests or receiving cash contributions 60358086_160358086_13 from any holder of the Equity Interests of Holdings in the form of common new cash equity or other equity having terms acceptable to Agent in its Permitted Discretion) contributions in an aggregate amount, in either case, equal to the amount (the “Specified Contribution”) sufficient tothat, when added to EBITDA as more fully set forth belowon a dollar-for-dollar basis for the relevant testing period, cause Borrowers would have caused the IssuerHoldings and its Subsidiaries to be in full compliance with this Section 6.5 after the last day of the fiscal quarter for which such Event of Default occurred (beginning with the first full fiscal quarter following the Closing Date) but prior to the day that is twenty (20) Business Days after the day on which financial statements are required to be delivered to Agent for such fiscal quarter pursuant to Section 9.8 testing period (the each, an “Required Contribution DateEquity Cure”), will, at the written request of Borrowing Agent, be included in the calculations of EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent testing period that includes such fiscal quarter; provided further that (a) such Equity Cure must be effected no later than 10 days after the maximum amount delivery of any Specified Contribution will be no greater than the amount Compliance Certificate describing the applicable Financial Covenant Default (or the date on which such Compliance Certificate was required to cause Borrowers have been delivered to be in compliance with Section 6.5; the Purchasers), (b) the use no more than one (1) Equity Cure may be made in respect of proceeds from any Specified Contribution will be disregarded for all other purposes under this Agreement and the Other Documents (includingfour-quarter fiscal period, to the extent applicable, calculating EBITDA for purposes of determining basket levels, pricing and other items governed by reference to EBITDA or that include EBITDA in the determination thereof in any respect); (c) there shall be no more than two (2) Specified Contributions Equity Cures may be made during any four (4) consecutive fiscal quarter period, the term of this Agreement; and no Specified Contribution in any two (2) consecutive quarters, in each case during any time in which Fixed Charge Coverage Ratio compliance is being tested quarterly, (d) the proceeds amount of such Equity Cure may not exceed the aggregate amount necessary to cure the Financial Covenant Default. Upon the receipt by Holdings of each such Equity Cure, each such Financial Covenant Default shall be recalculated giving effect to the following pro forma adjustments: (a) EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default under Section 6.5 (and not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with respect to the relevant four-quarter fiscal period and all Specified Contributions will future four-quarter fiscal periods that includes the Fiscal Quarter in respect of which such Equity Cure was made; and (b) if, after giving effect to the foregoing recalculations, the Issuer shall then be paid in compliance with the requirements of Section 6.5, the Issuer shall be deemed to Agent have satisfied the requirements of Section 6.5 (solely for purposes of determining compliance with Section 6.5, and applied not pro forma compliance with Section 6.5 required by any other provision of this Agreement), with the same effect as though there had been no failure to prepay comply therewith, and the Advances in the manner set forth in Section 2.20(d) Financial Covenant Default that had occurred shall be deemed not to have occurred for purposes of this Agreement and (e) the reduction in total Indebtedness resulting from such application of the Specified Contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in this Section 6.5 during any period that includes Adjusted EBITDA resulting from a Specified Contribution. Borrowing Agent shall deliver to Agent irrevocable written notice of its intent to cure any such Curable Default no later than thirty (30) days after the end of the calendar month or fiscal quarter as of which such Curable Default occurred, which cure notice shall set forth the calculation of the applicable amount of the Specified Contribution necessary to cure such Curable Default and upon receipt of which the Agent and Lenders shall not be permitted to impose the Default Rate, accelerate the Obligations or exercise any rights or remedies against the Collateral. Upon timely receipt by Agent in cash of the applicable Specified Contribution and application of the Specified Contribution to the Obligations, the applicable Curable Defaults shall be deemed waivedother Note Documents.