Common use of Acquisition; Refinancing Clause in Contracts

Acquisition; Refinancing. (a) The Acquisition shall be consummated substantially concurrently with the initial funding of the Loans (or the effectiveness of this Agreement, to the extent no Loans are funded on the Closing Date) in accordance in all material respects with the Acquisition Agreement without waivers or amendments thereof that are materially adverse, when taken as a whole, to the interests of the Agents and their Affiliates that are Lenders on the Closing Date unless consented to by the Agents (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the purchase price shall be deemed to be materially adverse to the interests of the Agents and their Affiliates that are Lenders on the Closing Date if such reduction is applied pro rata to reduce the commitments under the First Lien Term Loan Credit Agreement and/or the Second Lien Term Loan Credit Agreement, in each case, as of the Closing Date, (x) no increase in the purchase price shall be deemed to be materially adverse to the interests of the Agents and their Affiliates that are Lenders on the Closing Date if such increase is funded solely by equity investments (in the form of (x) common equity, (y) equity on terms substantially consistent with the Sponsor’s existing equity investment in any Parent Company of Holdings (as such terms may be amended or modified in a manner that is not (when taken as a whole) materially adverse to the interests of the Agents and their Affiliates that are Lenders on the Closing Date) or (z) other equity on terms reasonably satisfactory to the Agents), (y) no modification to the purchase price as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of February 3, 2018 shall constitute a reduction or increase in the purchase price and (z) the Agents shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days of receipt of written notice of such waiver or amendment. (b) The Company and its Subsidiaries shall have satisfied and discharged, or substantially concurrently with the initial funding of the Loans (or the effectiveness of this Agreement to the extent no Loans are funded on the Closing Date) will satisfy and discharge (with all liens and guarantees terminated), all Indebtedness to be satisfied and discharged in connection with the Closing Date Refinancing.

Acquisition; Refinancing. (a) The Acquisition shall be consummated substantially concurrently with the initial funding of the Initial Term Loans (or the effectiveness of this Agreement, to the extent no Loans are funded on the Closing Date) in accordance in all material respects with the Acquisition Agreement without waivers or amendments thereof that are materially adverse, when taken as a whole, to the interests of the Agents and their Affiliates that are Lenders on the Closing Date unless consented to by the Agents (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the purchase price shall be deemed to be materially adverse to the interests of the Agents and their Affiliates that are Lenders on the Closing Date if such reduction is applied pro rata to reduce the commitments under the First Lien Term Loan Credit Agreement Commitment and/or the term loans to be incurred under the Second Lien Term Loan Credit Agreement, in each case, as of Agreement on the Closing Date, (x) no increase in the purchase price shall be deemed to be materially adverse to the interests of the Agents and their Affiliates that are Lenders on the Closing Date if such increase is funded solely by equity investments (in the form of (x) common equity, (y) equity on terms substantially consistent with the Sponsor’s existing equity investment in any Parent Company of Holdings (as such terms may be amended or modified in a manner that is not (when taken as a whole) materially adverse to the interests of the Agents and their Affiliates that are Lenders on the Closing Date) or (z) other equity on terms reasonably satisfactory to the Agents), (y) no modification to the purchase price as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of February 3, 2018 shall constitute a reduction or increase in the purchase price and (z) the Agents shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days of receipt of written notice of such waiver or amendment. (b) The Company and its Subsidiaries shall have satisfied and discharged, or substantially concurrently with the initial funding of the Initial Term Loans (or the effectiveness of this Agreement to the extent no Loans are funded on the Closing Date) will satisfy and discharge (with all liens and guarantees terminated), ) all Indebtedness to be satisfied and discharged in connection with the Closing Date Refinancing.

Acquisition; Refinancing. (a) The Acquisition shall be consummated substantially concurrently with the initial funding of the Initial Term Loans (or the effectiveness of this Agreement, to the extent no Loans are funded on the Closing Date) in accordance in all material respects with the Acquisition Agreement without waivers waiver or amendments amendment thereof that are materially adverse, when taken as a whole, adverse to the interests of the Agents and their Affiliates Initial Lenders (including any reduction in the purchase price that are Lenders on does not meet the Closing Date criteria of this clause (a)) unless consented to by the Agents Initial Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (w) no reduction in the purchase price acquisition consideration shall be deemed to be materially adverse to the interests of the Agents and their Affiliates that are Initial Lenders on the Closing Date if such reduction is applied first to reduce the Equity Financing to no less than the Minimum Equity Percentage and second pro rata to reduce the commitments under Equity Financing to no less than the First Lien Minimum Equity Percentage, the Term Loan Credit Agreement and/or Commitment and the Term Loan Commitment (as defined in the Second Lien Term Loan Credit Agreement, in each case, as of the Closing Date), (x) no increase in the purchase price acquisition consideration shall be deemed to be materially adverse to the interests of the Agents and their Affiliates that are Initial Lenders on the Closing Date if such increase is funded solely by equity investments (an increase in the form of (x) common equity, (y) equity on terms substantially consistent with the Sponsor’s existing equity investment in any Parent Company of Holdings (as such terms may be amended or modified in a manner that is not (when taken as a whole) materially adverse to the interests of the Agents and their Affiliates that are Lenders on the Closing Date) or (z) other equity on terms reasonably satisfactory to the Agents)Equity Financing, (y) no modification to the purchase price acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Acquisition Agreement as of February 3April 29, 2018 2017 shall constitute a reduction or increase in the purchase price acquisition consideration and (z) the Agents Initial Lenders shall be deemed to have consented to any waiver or amendment of the Acquisition Agreement if it shall have not affirmatively objected to any such waiver or amendment within three Business Days of receipt of written notice of such waiver or amendment. (b) The Company and its Subsidiaries Holdings shall have satisfied and dischargedreceived, or substantially concurrently with the initial funding of the Initial Term Loans will receive, from the Sponsor and its controlled affiliates or investment funds advised by the Sponsor or its controlled affiliates, together with the Seller (or the effectiveness of this Agreement to the extent no Loans are funded of any rollover investment by the Seller) and one or more other co-investors, directly or indirectly, cash or rollover equity investments (in the form of (x) common equity, (y) equity on the terms disclosed to the Administrative Agent prior to April 29, 2017 (as such terms may be amended or modified in a manner that is not materially adverse to the interests of the Initial Lenders) or (z) other equity on terms reasonably satisfactory to the Initial Lenders on the Closing Date) will satisfy in the aggregate amount of not less 30% (the “Minimum Equity Percentage”) of the sum of (i) the Equity Financing and discharge (with all liens ii) the aggregate principal amount borrowed under this Agreement and guarantees terminated)the Second Lien Credit Agreement (exclusive of any portion of the Equity Financing or amounts borrowed under this Agreement and the Second Lien Credit Agreement applied to pay any transaction fees and expenses, all Indebtedness including any transaction or advisory fees paid or payable to be satisfied and discharged in connection with the Sponsor) on the Closing Date (the “Equity Financing”), the cash proceeds of which shall have been contributed to the common equity of the Borrower. (c) The Acquired Business shall have repaid, or substantially concurrently with the funding of the Initial Term Loans will repay all Indebtedness (other than the Existing Letters of Credit, all of which, on the Closing Date, will be deemed to be Letters of Credit issued hereunder) contemplated under the definition of “Refinanced Indebtedness” (“collectively, the “Refinancing”).