Common use of Equity Contribution Clause in Contracts

Equity Contribution. Prior to or substantially concurrently with the consummation of the Acquisition, the Sponsor and its controlled affiliates or investment funds advised by the Sponsor or its controlled affiliates, together with one or more co-investors that are reasonably acceptable to the Initial Commitment Parties, will make, directly or indirectly, cash equity investments (in the form of (x) common equity or (y) other equity on terms reasonably satisfactory to the Initial Lenders) in Holdings or an indirect parent of Borrower (the “Cash Equity Financing”), in an aggregate amount (which will be contributed to the common equity of Borrower) that is not less than 39.0% of the sum of (i) the Cash Equity Financing and (ii) the aggregate principal amount borrowed under this Agreement, the Secured Notes and the ABL Credit Agreement (excluding the portion of the Cash Equity Financing or amounts borrowed under this Agreement, the Secured Notes, and the ABL Credit Agreement (w) applied to pay any transaction fees and expenses, including any transaction or advisory fees paid or payable to the Sponsor or any other co-investor, (x) drawn under the ABL Credit Agreement to replace, backstop or cash collateralize existing letters of credit, guarantees, surety bonds or similar instruments, (y) drawn to fund any original issue discount or upfront fees in connection with the “flex” provisions of the Fee Letter on the Closing Date or (z) drawn to fund the Closing Date Cash Purchase on the Closing Date; provided that if the sum of the Cash Equity Financing plus the aggregate amount available on the Closing Date under this Agreement, the Secured Notes and the ABL Credit Agreement (other than the revolving loans under the ABL Credit Agreement) is greater than the funds required on the Closing Date (excluding for this purpose, the amount of the Closing Date Cash Purchase) then the amount of such excess shall be applied first to reduce the Cash Equity Financing by an amount such that the Cash Equity Financing shall be no less than 40.0% and second to reduce the Cash Equity Financing and the amounts borrowed under this Agreement, the Secured Notes and the ABL Credit Agreement (other than the revolving loans under the ABL Credit Agreement) on a ratable basis (the “Minimum Equity Amount”). After giving effect to the Transactions, the Sponsor shall own, directly or indirectly, at least 50.1% of the voting equity interests of Holdings in the aggregate on the Closing Date.