Common use of Equity Cure Right Clause in Contracts

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements of Section 6.5(a) (without giving effect to any Grace Period), until the fifth (5th) Business Day after such failure, GPM shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Right”); provided that, (i) such proceeds are (x) actually received by GPM no later than five (5) Business Days after the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount are not required to be so remitted to Agent), (ii) such proceeds do not exceed the aggregate amount necessary to add to Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event of Default arising from failure to comply with Section 6.5(a) (without giving effect to any Grace Period), (iii) the Cure Right shall not be exercised more than three (3) times during the Term, and (iv) in each period of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the Cure Right is not exercised. If, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a), the Borrowers are in compliance with the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period), the Borrowers shall be deemed to have satisfied the requirements of Section 6.5(a) with the same effect as though there had been no such failure to comply with Section 6.5(a), and the applicable Default and Event of Default arising therefrom shall be deemed not to have occurred for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.

Equity Cure Right. In the event that the Borrowers fail Borrower fails to comply with the requirements of financial covenants set forth in Section 6.5(a) (without giving effect 7.11, subject to any Grace Period)the terms and conditions hereof, until the fifth (5th) Business Day after such failure, GPM Borrower shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Right”) from the last day of the applicable Fiscal Quarter until the expiration of the 10th Business Day subsequent to the date the applicable financial statements are required to be delivered to Administrative Agent with respect thereto, to issue Permitted Cure Securities for 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 cure the relevant financial covenant (hereinafter, the “Cure Amount”); provided that, 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: (ia) such proceeds are Consolidated EBITDA shall be increased for the applicable Fiscal Quarter and for the subsequent three (x3) actually received consecutive Fiscal Quarters (the “Cure Period”), solely for the purpose of measuring compliance with the financial covenants and not for any other purpose under this Agreement, by GPM no later than five (5) Business Days after an amount equal to the first date on which the failure Cure Amount paid over to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Administrative Agent for application to the Obligations as required under Loans in accordance with Section 2.20(b2.06(b) hereof; (it being understood and agreed that any equity proceeds received by GPM in excess b) the mandatory prepayment of the Loans made with respect to such Cure Amount are pursuant to Section 2.06(b)(iv) shall not required serve as a reduction to be so remitted to Agent), (i) Excess Cash Flow or (ii) such proceeds do not exceed Indebtedness for purposes of calculating the aggregate amount necessary to add to Undrawn Availability in Consolidated First Lien Net Leverage Ratio or the case Consolidated Total Net Leverage Ratio for the applicable Fiscal Quarter or any of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event of Default arising from failure to comply with Section 6.5(a) (without giving effect to any Grace Period), (iii) the Cure Right shall not be exercised more than next three (3) times during the Term, Fiscal Quarters; and (ivc) in each period of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the Cure Right is not exercised. Ifif, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a)foregoing recalculations, the Borrowers are Borrower shall then be in compliance with the requirements of all financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period)covenants, the Borrowers Borrower shall be deemed to have satisfied been in compliance with such financial covenants as of the requirements relevant date of Section 6.5(a) determination with the same effect as though there had been no such failure to comply with Section 6.5(a)therewith at such date, and the applicable breach, Default and or Event of Default arising therefrom of such financial covenants that had occurred shall be deemed not to have occurred for purposes this purpose of this the Agreement. The parties hereby acknowledge In the event that the exercise (i) no Default or Event of Default exists other than that arising due to failure of the Cure Right may not be relied on for purposes Loan Parties to comply with the financial covenants set forth in Section 7.11, and (ii) Holdings shall have delivered to Administrative Agent an irrevocable written notice of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior its intention to cause the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend Borrower to exercise the Cure RightRight (which notice shall be delivered no earlier than 15 days prior to, and no later than the 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 relevant date of determination, then from and following receipt by Administrative Agent of any such notice and until the Lenders date that is the earlier of (x) the 10th Business Day subsequent to the date the applicable financial statements are required to be delivered and (y) the date, if any, on which any Loan Party notifies Administrative Agent in writing that such Cure Right shall not be permitted 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 accelerate failure of the Obligations or to exercise remedies against the Collateral on the basis of a failure Loan Parties to comply with the requirements financial covenants set forth in Section 7.11, none of Administrative Agent, L/C Issuer nor any Lender shall be required to advance any Loans and/or issue any Letters of Credit. Notwithstanding anything herein to the contrary, in no event shall the Borrower be permitted to exercise the Cure Right hereunder (x) more than 5 times in the aggregate during the term of this Section 6.5(aAgreement or (y) (without giving effect to more than 2 times in any Grace Period) until such failure is not cured pursuant 4 consecutive Fiscal Quarters. Notwithstanding the foregoing or anything else herein to the exercise contrary, if following the receipt of the Cure Right 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 prior as amended to the Cure Deadline; provided, that, a Default shall be deemed extent expressly consented to exist under this Agreement for all other purposes until by the Administrative Agent)) occurs during the Cure Right Period (and such Trigger Event or Additional Trigger Event is exercised on or prior to not waived by the holders of the Holdings Preferred Equity), then the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) Amount shall not constitute Cure Proceeds cease to increase Consolidated EBITDA for purposes of exercising the Cure RightPeriod.

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements of Section 6.5(a) (without giving effect to any Grace Period), until the fifth (5th) Business Day after such failure, GPM shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Right”); provided that, (i) such proceeds are (x) actually received by GPM no later than five (5) Business Days after the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount are not required to be so remitted to Agent), (ii) such proceeds do not exceed the aggregate amount necessary to add to Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event of Default arising from failure to comply with Section 6.5(a) (without giving effect to any Grace 120 Period), (iii) the Cure Right shall not be exercised more than three (3) times during the Term, and (iv) in each period of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the Cure Right is not exercised. If, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a), the Borrowers are in compliance with the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period), the Borrowers shall be deemed to have satisfied the requirements of Section 6.5(a) with the same effect as though there had been no such failure to comply with Section 6.5(a), and the applicable Default and Event of Default arising therefrom shall be deemed not to have occurred for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.

Equity Cure Right. In the event that an Event of Default would otherwise arise in respect of any financial covenant set forth in Section 8.01(i), but not, for the Borrowers fail to comply with the requirements avoidance of doubt, any financial covenant set forth in Section 6.5(a8.01(t) (without giving effect to any Grace Periodor Section 8.01(u), until the expiration of the fifth (5th) Business Day after such failurethe date on which financial statements are required to be delivered with respect to the applicable calendar month hereunder, GPM the Parent shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its the capital (of the Parent, contribute the proceeds thereof being the “Cure Proceeds”)to SmileDirect, and, in each case, to contribute any such cash which shall be further contributed to the capital of GPM Borrower and apply the amount of the proceeds thereof will be applied by the Borrower to increase Undrawn Availability 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 of a breach of the Permitted Loan Balance shall be recalculated after giving effect to the foregoing clauses (i) or (ii), as applicable to compliance with Section 6.5(a8.01(i) hereof at such time (and thereafter as necessary) (the “Cure Right”); provided that, that (ia) such proceeds are (x) actually received by GPM SmileDirect no later than five (5) Business Days after the first such date on which the failure to maintain Loan Amount first exceeded the requisite minimum Undrawn Availability occurred and Permitted Loan Balance, (yb) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM no amounts in excess of the Cure Amount are not required to be so remitted to Agent), (ii) such proceeds do not exceed the aggregate amount amounts necessary to add to Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event Event(s) of Default arising from failure that would otherwise have arisen shall be permitted to comply be taken into account for purposes of determining compliance with Section 6.5(a) (without giving effect to any Grace Period8.01(i), but nothing in this Section 8.03 limits the right of any Credit Party to receive a contribution of additional cash that does not conflict with any other provision of the Transaction Documents; (iiic) the Cure Right shall not be exercised more than three four (34) times during the Term, term of this Agreement; and (ivd) in each period the aggregate amount of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the all Cure Right is proceeds during the term of this Agreement shall not exercisedexceed $25,000,000. IfNotwithstanding any provision of this Agreement to the contrary, if, after giving effect to the addition foregoing, there shall be no non‑compliance with Section 8.01(i) for the applicable calendar month, no Event of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a), the Borrowers are in compliance with the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period), the Borrowers Default shall be deemed to have satisfied arisen under such Section as of the requirements relevant date of Section 6.5(a) determination, with the same effect as though there had been no such failure to comply with Section 6.5(a)on such date, and the applicable Default and Event of Default arising therefrom that otherwise would have occurred shall be deemed not to have occurred cured for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements of any financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period)7.11, from the end of the applicable fiscal quarter until the fifth (5th) Business Day 10th day after such failuredelivery of the related Compliance Certificate, GPM Holdings shall have the right to issue Qualified Equity Interests Permitted Cure Securities for cash or otherwise receive cash contributions to its the capital of Holdings (the proceeds thereof being the “Cure ProceedsAmount”), and, in each case, to contribute any such cash to the capital of GPM the Borrowers, and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that, that (ia) such proceeds are (x) actually received by GPM the Borrowers no later than five ten (510) Business Days days after the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount financial statements are not required to be so remitted delivered with respect to Agent)such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to add cure (by addition to Undrawn Availability in the case of a breach of Section 6.5(aEBITDA) (the “Cure Amount”) to cure the such Event of Default arising from failure to comply with under Section 6.5(a) (without giving effect to any Grace Period)7.11 for such period, (iiic) the Cure Right shall not be exercised more than three (3) five times during the Term, term of the Loans and (ivd) in each period of twelve (12) consecutive four fiscal monthsquarters, there shall be at least eleven two fiscal (11) months quarters during which the Cure Right is not exercised. If, after giving effect to the addition foregoing pro forma adjustment (but not, for the avoidance of the Cure Amount doubt, giving pro forma effect to Undrawn Availability any repayment of Indebtedness in the case of a breach of Section 6.5(aconnection therewith), the Borrowers are in compliance with the financial covenant covenants set forth in Section 6.5(a) (without giving effect to any Grace Period)7.11, the Borrowers shall be deemed to have satisfied the requirements of Section 6.5(a) such section as of the relevant date of determination with the same effect as though there had been no such failure to comply with Section 6.5(a)on such date, and the applicable Default and Event breach or default of Default arising therefrom such Section 7.11 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right this Section 8.04 may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document ratios other than compliance with as applicable to Section 6.5(a)7.11 and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence. Upon the Administrative Agent’s receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that a written notice from the Borrowers that they intend to exercise the Cure RightRight (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 and (or any sub agent therefor) nor any Lender shall exercise the Lenders shall not be permitted right to accelerate the Obligations 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 exercise remedies against foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of a failure to comply with the requirements such Event of Default having occurred and being continuing under Section 7.11. Notwithstanding any other provision in this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant Agreement to the exercise of contrary, no Lender or L/C Issuer shall be required to make any Credit Extension hereunder during the period during which the Cure Right on or prior to the Cure Deadline; providedmay be exercised, that, a Default shall be deemed to exist under this Agreement for all other purposes unless and until the Cure Right Amount is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Rightactually received.

Equity Cure Right. In Notwithstanding the event that provisions of Section 10.5 or this Article XI to the contrary, any Original Owner or any of its Affiliates may, but shall not be obligated to, cure any potential Event of Default under Section 6.5 (such Event of Default, a “Financial Covenant Default”) by making a capital contribution into Holdings in the form of new cash equity contributions or the provision ofby providing to Holdings of the cash proceeds of unsecured Subordinated Indebtedness in an aggregate amount, in either case, equal to the amount that, when added to EBITDA on a dollar-for-dollar basis for the relevant testing period, would have caused the Borrowers fail to comply be in full compliance with the requirements of Section 6.5(a) 6.5 for such testing period (without giving effect to any Grace Period)each, until the fifth (5th) Business Day after such failure, GPM shall have the right to issue Qualified an “Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure RightCure”); provided that, that (ia) such proceeds are (x) actually received by GPM Equity Cure must be effected no later than five ten (510) Business Days days after the first delivery of the Compliance Certificate describing the applicable Financial Covenant Default (or the date on which the failure such Compliance Certificate was required to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application have been delivered to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount are not required to be so remitted to Agent), (iib) no more than one (1) Equity Cure may be made in respect of any four-quarter fiscal period, (c) no more than two (2) Equity Cures may be made during the term of this Agreement, (d) the amount of such proceeds do Equity Cure may not exceed the aggregate amount necessary to add to Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event of Financial Covenant Default arising from failure to comply with Section 6.5(a) (without giving effect to any Grace Period), (iii) the Cure Right shall not be exercised more than three (3) times during the Term, and (ive) in each on the date of such Equity Cure, Borrowers shall have Undrawn Availability, calculated on an average basis for the period of twelve ten (1210) consecutive fiscal monthsBusiness Days ending on such date, there of not less than $2,500,000. Upon the receipt by Holdings of each such Equity Cure, each such Financial Covenant Default shall be at least eleven fiscal (11) months during which the Cure Right is not exercised. If, after recalculated giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a), the Borrowers are in compliance with the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period), the Borrowers shall be deemed to have satisfied the requirements of Section 6.5(a) with the same effect as though there had been no such failure to comply with Section 6.5(a), and the applicable Default and Event of Default arising therefrom shall be deemed not to have occurred for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.following pro forma adjustments:

Equity Cure Right. In Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrowers fail Holdings fails to comply with the requirements of any of the Financial Covenants set forth in Section 6.5(a6.11, after the last day of the applicable fiscal quarter and until the expiration of the tenth Business Day (the “Cure Deadline”) (without giving effect after the date on which the Compliance Certificate is required to any Grace Periodbe delivered pursuant to Section 5.01(c), until the fifth (5th) Business Day after such failure, GPM Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM Holdings and apply the amount of the proceeds thereof to increase Undrawn Availability in Consolidated EBITDA with respect to the case of a breach of Section 6.5(a) applicable fiscal quarter and any Test Period that contains such fiscal quarter (the “Cure Right”); provided provided, that, (ia) such proceeds are (x) actually received by GPM Holdings) no later than five (5) ten Business Days after the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount are not Compliance Certificate is required to be so remitted delivered pursuant to AgentSection 5.01(c), (iib) such proceeds do not exceed the aggregate amount necessary to add cure (by addition to Undrawn Availability in the case of a breach of Section 6.5(aConsolidated EBITDA) (the “Cure Amount”) to cure the such Event of Default arising from failure to comply with under Section 6.5(a) (without giving effect to any Grace Period)6.11 for the applicable period, (iiic) the Cure Right shall not be exercised more than three (3) four times during the Termterm of this Agreement, and (ivd) in each period of twelve (12) four consecutive fiscal monthsquarters of Holdings, there shall be at least eleven two consecutive fiscal (11) months quarters during which the Cure Right is not exercised. If, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a)foregoing adjustment, the Borrowers are Holdings is in compliance with the financial covenant Financial Covenants set forth in Section 6.5(a) (without giving effect to any Grace Period)6.11, the Borrowers then Holdings shall be deemed to have satisfied the requirements of such Section 6.5(a) as of the relevant date of determination with the same effect as though there had been no such failure to comply with Section 6.5(a)on such date, and the applicable Default and Event breach or default of Default arising therefrom such Section that had occurred shall be deemed not to have occurred cured for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by the Administrative Agent of written notice, on or prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend Holdings intends to exercise the Cure RightRight in respect of a fiscal quarter, none of the Administrative Agent and or the Lenders shall not be permitted to accelerate Loans held by them, terminate the Obligations Revolving Commitments or to exercise other remedies, including remedies against the Collateral Collateral, on the basis of a failure to comply with the requirements of this the Financial Covenants set forth in Section 6.5(a) (without giving effect to any Grace Period) until 6.11, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall . The parties hereby acknowledge that this Section may not be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised relied on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising calculating any financial ratios other than as applicable to Section 6.11 and shall not result in any adjustment to any amounts (including Indebtedness or Consolidated EBITDA for purposes 128 of calculating the Cure RightTotal Leverage Ratio, the Interest Coverage Ratio or any Applicable Rate), other than the amount of the Consolidated EBITDA for purposes of Section 6.11.

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements of Section 6.5(a) (without giving effect to any Grace Period), until the fifth (5th) Business Day after such failure, GPM shall have the right to issue Qualified Equity Interests for CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Right”); provided that, (i) such proceeds are (x) actually received by GPM no later than five (5) Business Days after the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount are not required to be so remitted to Agent), (ii) such proceeds do not exceed the aggregate amount necessary to add to Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event of Default arising from failure to comply with Section 6.5(a) (without giving effect to any Grace Period), (iii) the Cure Right shall not be exercised more than three (3) times during the Term, and (iv) in each period of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the Cure Right is not exercised. If, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a), the Borrowers are in compliance with the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period), the Borrowers shall be deemed to have satisfied the requirements of Section 6.5(a) with the same effect as though there had been no such failure to comply with Section 6.5(a), and the applicable Default and Event of Default arising therefrom shall be deemed not to have occurred for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements of financial covenants set forth in Section 6.5(a) (without giving effect 7.12, subject to any Grace Period)the terms and conditions hereof, until the fifth (5th) Business Day after such failure, GPM Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Right”); provided that, (i) such proceeds are (x) actually received by GPM no later than five (5) Business Days after the first date on day of the applicable Fiscal Quarter for which such covenants are then being tested until the failure to maintain expiration of the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application 10th Business Day subsequent to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of date the Cure Amount applicable financial statements are not required to be so remitted delivered to AgentCollateral Agent with respect thereto (the “Cure Period”), (ii) such proceeds do to issue Permitted Cure Securities for cash or otherwise receive, as additional paid in capital, cash common equity contributions, in either case in an aggregate amount equal to, but not exceed greater than, the aggregate amount necessary to add to Undrawn Availability cure all relevant financial covenants (including, without limitation all relevant financial covenants contained in the case of a breach of Section 6.5(aSenior Loan Agreement) (hereinafter, the “Cure Amount”) to cure ), and upon the Event receipt by any Borrower of Default arising from failure to comply with Section 6.5(a) (without the cash proceeds thereof, the financial covenants shall then be recalculated giving effect to any Grace Period), the following pro forma adjustments: (iiia) Adjusted Consolidated EBITDA shall be increased for the Cure Right shall not be exercised more than applicable Fiscal Quarter and for the subsequent three (3) times during consecutive Fiscal Quarters, solely for the Termpurpose of 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; and (ivb) in each period of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the Cure Right is not exercised. Ifif, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a)foregoing recalculations, the Borrowers are shall then be in compliance with the requirements of all financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period)covenants, the Borrowers shall be deemed to have satisfied been in compliance with such financial covenants as of the requirements relevant date of Section 6.5(a) determination with the same effect as though there had been no such failure to comply with Section 6.5(a)therewith at such date, and the applicable breach, Default and or Event of Default arising therefrom of such financial covenants that had occurred shall be deemed not to have occurred for all purposes of this Agreement. The parties hereby acknowledge In the event that the exercise (i) no Event of Default exists other than that arising due to failure of the Cure Right may not be relied on for purposes Loan Parties to comply with the financial covenants set forth in Section 7.12 or the failure to deliver a notice of calculating any financial performance calculation or other financial test specified Default in this Agreement or any Other Document other than compliance with Section 6.5(arespect thereof). Upon receipt by Agent of notice, prior to and (ii) until the expiration of the five (5) Business Day period referred Cure Period, then neither Collateral 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 above (the “Cure Deadline”), that cure has lapsed and the Borrowers intend have not exercised such Cure Right. Notwithstanding anything herein to the contrary, in no event shall Holdings or Borrowers be permitted to exercise the Cure Right, Agent and Right hereunder (x) more than 5 times in the Lenders shall not be permitted to accelerate aggregate during the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements term of this Section 6.5(aAgreement or (y) (without giving effect to more than 2 times in any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right4 consecutive Fiscal Quarters.

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements of financial covenants set forth in Section 6.5(a) (without giving effect 7.12, subject to any Grace Period)the terms and conditions hereof, until the fifth (5th) Business Day after such failure, GPM Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Right”); provided that, (i) such proceeds are (x) actually received by GPM no later than five (5) Business Days after the first date on day of the applicable Fiscal Quarter for which such covenants are then being tested until the failure to maintain expiration of the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application 10th Business Day subsequent to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of date the Cure Amount applicable financial statements are not required to be so remitted delivered to AgentAdministrative Agent with respect thereto (the “Cure Period”), (ii) such proceeds do to issue Permitted Cure Securities for cash or otherwise receive, as additional paid in capital, cash common equity contributions, in either case in an aggregate amount equal to, but not exceed greater than, the aggregate amount necessary to add to Undrawn Availability cure all relevant financial covenants (including, without limitation all relevant financial covenants contained in the case of a breach of Section 6.5(aSubordinated Loan Agreement) (hereinafter, the “Cure Amount”) to cure ), and upon the Event receipt by any Borrower of Default arising from failure to comply with Section 6.5(a) (without the cash proceeds thereof, the financial covenants shall then be recalculated giving effect to any Grace Period), the following pro forma adjustments: (iiia) Adjusted Consolidated EBITDA shall be increased for the Cure Right shall not be exercised more than applicable Fiscal Quarter and for the subsequent three (3) times during consecutive Fiscal Quarters, solely for the Termpurpose of 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; and (ivb) in each period of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the Cure Right is not exercised. Ifif, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a)foregoing recalculations, the Borrowers are shall then be in compliance with the requirements of all financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period)covenants, the Borrowers shall be deemed to have satisfied been in compliance with such financial covenants as of the requirements relevant date of Section 6.5(a) determination with the same effect as though there had been no such failure to comply with Section 6.5(a)therewith at such date, and the applicable breach, Default and or Event of Default arising therefrom of such financial covenants that had occurred shall be deemed not to have occurred for all purposes of this Agreement. The parties hereby acknowledge In the event that the exercise (i) no Event of Default exists other than that arising due to failure of the Cure Right may not be relied on for purposes Loan Parties to comply with the financial covenants set forth in Section 7.12 or the failure to deliver a notice of calculating any financial performance calculation or other financial test specified Default in this Agreement or any Other Document other than compliance with Section 6.5(arespect thereof). Upon receipt by Agent of notice, prior to and (ii) until the expiration of the five (5) Business Day period referred 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 above (the “Cure Deadline”), that cure has lapsed and the Borrowers intend have not exercised such Cure Right. Notwithstanding anything herein to the contrary, in no event shall Holdings or Borrowers be permitted to exercise the Cure Right, Agent and Right hereunder (x) more than 5 times in the Lenders shall not be permitted to accelerate aggregate during the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements term of this Section 6.5(aAgreement or (y) (without giving effect to more than 2 times in any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right4 consecutive Fiscal Quarters.

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements an Event of Default would otherwise arise in respect of any financial covenant set forth in Section 6.5(a8.02(s), Section 8.02(t) (without giving effect to any Grace Periodor Section 8.02(u), until the expiration of the fifth (5th) Business Day after such failurethe date on which financial statements are required to be delivered with respect to the applicable calendar month hereunder, GPM the Parent shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its the capital (of the Parent, contribute the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM SmileDirect and apply the amount of the proceeds thereof to increase Undrawn Availability in determine compliance with the case of a breach of Section 6.5(afinancial covenants referenced above with respect to the applicable calendar month (and thereafter as necessary) (the “Cure Right”); provided that, that (ia) such proceeds are (x) actually received by GPM SmileDirect no later than five (5) Business Days after the first date on which the failure financial statements are required to maintain the requisite minimum Undrawn Availability occurred and be delivered with respect to such calendar month hereunder, (yb) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM no amounts in excess of the Cure Amount are not required to be so remitted to Agent), (ii) such proceeds do not exceed the aggregate amount amounts necessary to add to Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event Event(s) of Default arising from failure that would otherwise have arisen shall be permitted to comply be taken into account for purposes of determining compliance with Section 6.5(a) (without giving effect to any Grace Periodthe applicable financial covenant(s), but nothing in this Section 8.04 limits the right of any Credit Party to receive a contribution of additional cash that does not conflict with any other provision of the Transaction Documents; (iiic) the Cure Right shall not be exercised more than three four (34) times during the Term, term of this Agreement; and (ivd) in each period the aggregate amount of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the all Cure Right is proceeds during the term of this Agreement shall not exercisedexceed $50,000,000. IfNotwithstanding any provision of this Agreement to the contrary, if, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of foregoing, there shall be no non-compliance with Section 6.5(a8.02(s), Section 8.02(t) or Section 8.02(u) for the Borrowers are in compliance with the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period)applicable calendar month, the Borrowers no Event of Default shall be deemed to have satisfied arisen under such Sections as of the requirements relevant date of Section 6.5(a) determination, with the same effect as though there had been no such failure to comply with Section 6.5(a)on such date, and the applicable Default and Event of Default arising therefrom that otherwise would have occurred shall be deemed not to have occurred cured for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.

Equity Cure Right. In (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Borrowers fail to comply with the requirements of any Financial Performance Covenant under Section 6.5(a) 10.13 for any Test Period (without giving effect to any Grace such period being a “Covenant Failure Period), until the fifth (5th) Business Day after such failure, GPM shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, the Borrowers may cure such failure as provided in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of this Section 6.5(a) 11.03 (the “Cure Right”); provided that. The Cure Right shall be deemed to have been validly exercised, and no Default or Event of Default shall be deemed to have existed, so long as (i) such proceeds are the Administrative Borrower has issued a written notice to the Administrative Agent within ten (x) actually received by GPM no later than five (510) Business Days after the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount are not a Compliance Certificate is required to be so remitted delivered pursuant to Agent)Section 9.01(d) for the Covenant Failure Period, (ii) such proceeds do not exceed during the aggregate 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 necessary equal to add the amount by which Pro Forma Consolidated Adjusted EBITDA for the Covenant Failure Period would need to Undrawn Availability be increased so as to result in the case of Borrowers being in compliance with the then applicable Financial Performance Covenant(s) for such period (a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event of Default arising from failure to comply with Section 6.5(a) (without giving effect to any Grace Period), (iii) the Cure Right shall has not be been exercised on more than three five (35) times during the Termseparate prior occasions, and (iv) in each period of twelve any four (124) consecutive fiscal monthsquarter period, there shall be at least eleven no more than two (2) consecutive fiscal (11) months quarters during which the Cure Right is not exercised. If, after giving effect to the addition of has been exercised and (v) the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a), the Borrowers are in compliance with the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period), the Borrowers shall be deemed used to have satisfied prepay the requirements of Section 6.5(a) with the same effect as though there had been no such failure to comply Loans in accordance with Section 6.5(a5.02(a)(v), and the applicable Default and Event of Default arising therefrom shall be deemed not to have occurred for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements of Section 6.5(aany financial covenant set forth in Sections 6.11(b) and (without giving effect to any Grace Period), c) until the fifth (5th) Business Day tenth day after such failuredelivery of the related Compliance Certificate, GPM Ventures shall have the right to issue Qualified Equity Interests Permitted Cure Securities for cash or otherwise receive cash contributions to its the capital (the proceeds thereof being the “Cure Proceeds”)of Ventures, and, in each case, to contribute any such cash to the capital of GPM the Borrowers, and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) Consolidated EBITDAR with respect to such applicable quarter (the “"Cure Right”"); provided that, that (ia) such proceeds are (x) actually received 130 HB: 4868-8978-1628.11 EXHIBIT 10.35 by GPM the Borrowers no later than five (5) 10 Business Days after the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount financial statements are not required to be so remitted delivered with respect to Agent)such fiscal quarter hereunder, (ii) such proceeds do not exceed the aggregate amount necessary to add to Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event of Default arising from failure to comply with Section 6.5(a) (without giving effect to any Grace Period), (iiib) the Cure Right shall not be exercised more than three (3) two times during the Termterm of the Loans, and (ivd) in each period of twelve (12) consecutive four fiscal monthsquarters, there shall be at 131 HB: 4868-8978-1628.11 EXHIBIT 10.35 least eleven three consecutive fiscal (11) months quarters during which the Cure Right is not exercised, and (e) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06. If, after giving effect to the addition foregoing pro forma adjustment (but not, for the avoidance of the Cure Amount doubt, giving pro forma effect to Undrawn Availability any repayment of Debt in the case of a breach of Section 6.5(aconnection therewith), the Borrowers are re in compliance with the financial covenant covenants set forth in Section 6.5(aSections 6.11(b) and (without giving effect to any Grace Periodc), the Borrowers shall be deemed to have satisfied the requirements of Section 6.5(a) such Sections as of the relevant date of determination with the same effect as though there had been no such failure to comply with Section 6.5(a)on such date, and the applicable Default breach or default of such Sections 6.11(b) and Event of Default arising therefrom (c) that had occurred shall be deemed not to have occurred cured for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right this Section may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document ratios other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior as applicable to the expiration of the five (5Sections 6.11(b) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.and

Equity Cure Right. In the event that the Borrowers Obligors fail to comply with the requirements Financial Covenants as of Section 6.5(a) the end of any Applicable Fiscal Period (without giving effect to any Grace such Applicable Fiscal Period, a “Cure Period”), until subject to the fifth (5th) Business Day after such failureterms and conditions hereof, GPM the then existing direct or indirect equityholders of Holdings shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Right”); provided that, (i) such proceeds are (x) actually received by GPM no later than five (5) Business Days after from the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess last day of the Cure Amount Period until the expiration of the thirtieth (30th) day subsequent to the date the financial statements for the Cure Period are not first required to be so remitted delivered to Agent)Agent pursuant to Section 5.6, (ii) such proceeds do to make an equity investment in Holdings in cash in an aggregate amount equal to, but not exceed greater than, the aggregate amount necessary to add cause the Obligors to Undrawn Availability be in compliance with the case of a breach of Section 6.5(a) Financial Covenants (hereinafter, the “Cure Amount”), and upon the receipt by Holdings of the 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 purposes of the determination of any baskets or other ratios with respect to cure the covenants contained in Section 6; (b) in the event of a Default or Event of Default arising from failure as a result of a breach of the covenant contained in clause (i)(a) of Item 9 of the Terms Schedule, EBITDA shall be increased in an amount equal to comply with Section 6.5(a) (without giving effect to any Grace Period), (iii) the Cure Amount for the Applicable Fiscal Period in respect of which the Cure Right shall not be exercised more than three have been exercised; (3) times during the Term, and (ivc) in each period the event of twelve a breach of any of the covenants contained in clauses (12i)(b) consecutive fiscal monthsor (ii) of Item 9 of the Terms Schedule, there cash and/or Liquidity shall be at least eleven fiscal (11) months during increased in an amount equal to the Cure Amount for the Applicable Fiscal Period in respect of which the Cure Right is not shall have been exercised. If; and (d) if, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a)foregoing recalculations, the Borrowers are Obligors shall then be in compliance with the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period)requirements of the Financial Covenants, the Borrowers Obligors shall be deemed to have satisfied been in compliance with the requirements Financial Covenants as of Section 6.5(a) the relevant date of determination with the same effect as though there had been no such failure to comply with Section 6.5(a)therewith at such date, and the applicable breach, Default and or Event of Default arising therefrom of the Financial Covenants that had occurred shall be deemed not to have occurred for purposes this purpose of this the Agreement. The parties hereby acknowledge In the event that (i) 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) Holdings shall have delivered to Agent written notice of its intention to exercise of the Cure Right may not (which notice shall be relied on for purposes of calculating any delivered no later than the fifth (5th) day subsequent to the date the applicable financial performance calculation or other financial test specified statements are required to be delivered hereunder), which exercise if fully consummated would be sufficient in this Agreement or any Other Document other than accordance with the terms hereof to cause the Obligors to be in compliance with Section 6.5(a). Upon the Financial Covenants as of the relevant date of determination, then from and following receipt by Agent of notice, prior any such notice and until the date that is the earlier of (x) the thirtieth (30th) day subsequent to the expiration of date the five applicable financial statements are required to be delivered and (5y) Business Day period referred to above (the “date, if any, on which Holdings notifies Agent in writing that such Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders Right shall not be permitted to accelerate exercised, neither Agent nor any Lender shall exercise any rights or remedies that would otherwise be available as a result of the Obligations or to exercise remedies against the Collateral on the basis of a Obligors’ failure to comply with the requirements of this Section 6.5(a) Financial Covenants (without giving effect to any Grace Period) until such failure is not cured pursuant but solely to the extent no other Events of Default are then continuing). Notwithstanding anything herein to the contrary, in no event shall Holdings be permitted to exercise of the Cure Right on hereunder (x) more than four (4) times in the aggregate during the term of this Agreement, or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (y) more than two (2) times in respect of any form) shall not constitute Cure Proceeds for purposes of exercising Applicable Fiscal Periods or fiscal quarters ending in the Cure Rightsame calendar year.

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements of Section 6.5(a) (without giving effect to any Grace Period), until the fifth (5th) Business Day after such failure, GPM shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its capital (the proceeds thereof being the “Cure Proceeds”), and, in each case, to contribute any such cash to the capital of GPM and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Right”); provided that, (i) such proceeds are (x) actually received by GPM no later than five (5) Business Days after the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount are not required to be so remitted to Agent), (ii) such proceeds do not exceed the aggregate amount necessary to add to Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event of Default arising from failure to comply with Section 6.5(a) (without giving effect to any Grace Period), (iii) the Cure Right shall not be exercised more than three (3) times during the Term, and (iv) in each period of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the Cure Right is not exercised. If, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a), the Borrowers are in compliance with the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period), the Borrowers shall be deemed to have satisfied the requirements of Section 6.5(a) with the same effect as though there had been no such failure to comply with Section 6.5(a), 123 and the applicable Default and Event of Default arising therefrom shall be deemed not to have occurred for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.

Equity Cure Right. In the event that the Borrowers fail to comply with the requirements of any financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period)7.11, from the end of the applicable fiscal quarter until the fifth (5th) 10th Business Day after such failuredelivery of the related Compliance Certificate, GPM Holdings shall have the right to issue Qualified Equity Interests Permitted Cure Securities for cash or otherwise receive cash contributions to its the capital of Holdings (the proceeds thereof being the “Cure ProceedsAmount”), and, in each case, to contribute any such cash to the capital of GPM the Borrowers, and apply the amount of the proceeds thereof to increase Undrawn Availability in the case of a breach of Section 6.5(a) Consolidated EBITDA with respect to such applicable quarter (the “Cure Right”); provided that, that (ia) such proceeds are (x) actually received by GPM the Borrowers no later than five ten (510) Business Days days after the first date on which the failure to maintain the requisite minimum Undrawn Availability occurred and (y) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM in excess of the Cure Amount financial statements are not required to be so remitted delivered with respect to Agent)such fiscal quarter hereunder, (iib) such proceeds do not exceed the aggregate amount necessary to add cure (by addition to Undrawn Availability in the case of a breach of Section 6.5(aEBITDA) (the “Cure Amount”) to cure the such Event of Default arising from failure to comply with under Section 6.5(a) (without giving effect to any Grace Period)7.11 for such period, (iiic) the Cure Right shall not be exercised more than three (3) five times during the Term, term of the Loans and (ivd) in each period of twelve (12) consecutive four fiscal monthsquarters, there shall be at least eleven two fiscal (11) months quarters during which the Cure Right is not exercised. If, after giving effect to the addition foregoing pro forma adjustment (but not, for the avoidance of the Cure Amount doubt, giving pro forma effect to Undrawn Availability any repayment of Indebtedness in the case of a breach of Section 6.5(aconnection therewith), the Borrowers are in compliance with the financial covenant covenants set forth in Section 6.5(a) (without giving effect to any Grace Period)7.11, the Borrowers shall be deemed to have satisfied the requirements of Section 6.5(a) such section as of the relevant date of determination with the same effect as though there had been no such failure to comply with Section 6.5(a)on such date, and the applicable Default and Event breach or default of Default arising therefrom such Section 7.11 that had occurred shall be deemed not to have occurred cured for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right this Section 8.04 may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document ratios other than compliance with as applicable to Section 6.5(a)7.11 and shall not result in any adjustment to any amounts other than the amount of the EBITDA referred to in the immediately preceding sentence. Upon the Administrative Agent’s receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that a written notice from the Borrowers that they intend to exercise the Cure RightRight (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 and (or any sub agent therefor) nor any Lender shall exercise the Lenders shall not be permitted right to accelerate the Obligations 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 exercise remedies against foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of a failure to comply with the requirements such Event of Default having occurred and being continuing under Section 7.11. Notwithstanding any other provision in this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant Agreement to the exercise of contrary, no Lender or L/C Issuer shall be required to make any Credit Extension hereunder during the period during which the Cure Right on or prior to the Cure Deadline; providedmay be exercised, that, a Default shall be deemed to exist under this Agreement for all other purposes unless and until the Cure Right Amount is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Rightactually received.

Equity Cure Right. In the event that an Event of Default would otherwise arise in respect of any financial covenant set forth in Section 8.01(i), but not, for the Borrowers fail to comply with the requirements avoidance of doubt, any financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period8.01(t), until the expiration of the fifth (5th) Business Day after such failurethe date on which financial statements are required to be delivered with respect to the applicable calendar month hereunder, GPM the Parent shall have the right to issue Qualified Equity Interests for cash or otherwise receive cash contributions to its the capital (of the Parent, contribute the proceeds thereof being the “Cure Proceeds”)to SmileDirect, and, in each case, to contribute any such cash which shall be further contributed to the capital of GPM Borrower and apply the amount of the proceeds thereof will be applied by the Borrower to increase Undrawn Availability 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 of a breach of the Permitted Loan Balance shall be recalculated after giving effect to the foregoing clauses (i) or (ii), as applicable to compliance with Section 6.5(a8.01(i) hereof at such time (and thereafter as necessary) (the “Cure Right”); provided that, that (ia) such proceeds are (x) actually received by GPM SmileDirect no later than five (5) Business Days after the first such date on which the failure to maintain Loan Amount first exceeded the requisite minimum Undrawn Availability occurred and Permitted Loan Balance, (yb) remitted to Agent for application to the Obligations as required under Section 2.20(b) (it being understood and agreed that any equity proceeds received by GPM no amounts in excess of the Cure Amount are not required to be so remitted to Agent), (ii) such proceeds do not exceed the aggregate amount amounts necessary to add to Undrawn Availability in the case of a breach of Section 6.5(a) (the “Cure Amount”) to cure the Event Event(s) of Default arising from failure that would otherwise have arisen shall be permitted to comply be taken into account for purposes of determining compliance with Section 6.5(a) (without giving effect to any Grace Period8.01(i), but nothing in this Section 8.03 limits the right of any Credit Party to receive a contribution of additional cash that does not conflict with any other provision of the Transaction Documents; (iiic) the Cure Right shall not be exercised more than three (3) times during the Term, term of this Agreement; and (ivd) in each period the aggregate amount of twelve (12) consecutive fiscal months, there shall be at least eleven fiscal (11) months during which the all Cure Right is proceeds during the term of this Agreement shall not exercisedexceed $15,000,000. IfNotwithstanding any provision of this Agreement to the contrary, if, after giving effect to the addition of the Cure Amount to Undrawn Availability in the case of a breach of Section 6.5(a)foregoing, the Borrowers are in there shall be no non-compliance with Section 8.01(i) for the financial covenant set forth in Section 6.5(a) (without giving effect to any Grace Period)applicable calendar month, the Borrowers no Event of Default shall be deemed to have satisfied arisen under such Section as of the requirements relevant date of Section 6.5(a) determination, with the same effect as though there had been no such failure to comply with Section 6.5(a)on such date, and the applicable Default and Event of Default arising therefrom that otherwise would have occurred shall be deemed not to have occurred cured for purposes of this Agreement. The parties hereby acknowledge that the exercise of the Cure Right may not be relied on for purposes of calculating any financial performance calculation or other financial test specified in this Agreement or any Other Document other than compliance with Section 6.5(a). Upon receipt by Agent of notice, prior to the expiration of the five (5) Business Day period referred to above (the “Cure Deadline”), that the Borrowers intend to exercise the Cure Right, Agent and the Lenders shall not be permitted to accelerate the Obligations or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of this Section 6.5(a) (without giving effect to any Grace Period) until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Cure Deadline; provided, that, a Default shall be deemed to exist under this Agreement for all other purposes until the Cure Right is exercised on or prior to the Cure Deadline. For the avoidance of doubt, the forgiveness of antecedent debt (of any form) shall not constitute Cure Proceeds for purposes of exercising the Cure Right.