Common use of Equity Cure Clause in Contracts

Equity Cure. In the event the Credit Parties fail to comply with the financial covenant set forth in clause (a) of this Section 7.07 as of the last day of any Testing Period, any cash contribution to Holdings funded with proceeds of an issuance of Equity Interests of Holdings that are not Disqualified Equity Interests (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”) after the last day of such fiscal quarter and on or prior to the day that is sixty days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant at the end of such fiscal quarter, provided that (i) notice of the Borrower’s intent to have a Specified Equity Contribution made shall be delivered no later than thirty days after the date on which financial statements are required hereunder to be delivered for the applicable fiscal quarter, (ii) in each consecutive four fiscal quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is made, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenant, (iv) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels and other items governed by reference to Consolidated EBITDA and (v) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date.

Equity Cure. In the event the Credit Loan Parties fail to comply with the financial covenant covenants set forth in clause Section 7.11(a) or (ab) of this Section 7.07 as of the last day of any Testing Periodfiscal quarter, any cash equity contribution to Holdings the Borrowers (funded with proceeds of an issuance of Equity Interests of common equity issued by Holdings that are not Disqualified Equity Interests (any such or a parent entity thereof or other equity contribution so included in the calculation of Consolidated EBITDA, issued by Holdings or a “Specified Equity Contribution”parent entity thereof) after the last day of such fiscal quarter and on or prior to the day that is sixty ten (10) days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the BorrowerBorrowers, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant at the end of such fiscal quarterquarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower’s Borrowers’ intent to have make a Specified Equity Contribution made shall be delivered no later than thirty days after the date day on which financial statements are required hereunder to be delivered for the applicable fiscal quarter, (iib) in each consecutive four fiscal quarter (4) Fiscal Quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Loan Parties to be in compliance with such financial covenantcovenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels levels, pricing and other items governed by reference to Consolidated EBITDA and EBITDA, (ve) there shall be no more than five four (54) Specified Equity Contributions made in the aggregate after the Closing Restatement Date., (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the next three (3) fiscal quarters, and (g) the proceeds received by the Borrowers from each Specified Equity Contribution will be promptly used by the Borrowers to prepay the Term Loans. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations, terminate the Revolving Credit Commitment or exercise any other right or remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely on the basis of an Event of Default having occurred under Section 8.01(b) as a result of the Loan Parties’ failure to comply with the financial covenants referenced in such cure notice; provided that for purposes of determining the satisfaction of the conditions precedent to a borrowing under the Revolving Credit Commitments pursuant to Section 4.02, a Default shall be deemed to exist. Upon receipt by Borrowers of the Specified Equity Contribution, any applicable Default or Event of Default shall be deemed to have been cured. 138

Equity Cure. In Notwithstanding anything to the contrary in Section 7.1(a) or Section 7.1(b), in the event the Credit Parties fail Borrower fails to comply with the financial covenant set forth in clause (a) of this Section 7.07 ARR Leverage Covenant or the EBITDA Based Leverage Covenant as of the last day of any Testing Test Period, any cash common equity contribution to Holdings funded with proceeds of an issuance of Equity Interests of Holdings that are not Disqualified Equity Interests (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”) Borrower after the last first day of such the applicable fiscal quarter and on or prior to the day that is sixty days ten (10) Business Days after the day on which financial statements are required hereunder to be delivered for that 103 such fiscal quarter (provided that, unless a Specified the “Equity Contribution is made during such sixty-day period, the Borrower shall Cure Expiration Date”) and not be permitted to request any Borrowing hereunder during such sixty-day period) otherwise applied will, at the irrevocable election of the Borrower, be included in the calculation of Recurring Revenue or Consolidated EBITDA Adjusted EBITDA, as applicable, solely for the purposes of determining compliance with such covenant at the end ARR Leverage Covenant or the EBITDA Based Leverage Covenant, as applicable, as of such date and as of any subsequent date that includes such fiscal quarterquarter in the applicable Test Period for purposes of determining compliance with ARR Leverage Covenant or the EBITDA Based Leverage Covenant, as applicable (any such equity contribution so included in the calculation of Recurring Revenue or Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (i) notice if the Borrower has failed to comply with ARR Leverage Covenant or the EBITDA Based Leverage Covenant, as applicable, as of the Borrower’s intent last day of any Test Period, no Lender will be required to have a Specified Equity Contribution made shall be delivered no later than thirty days after fund any Loans during the date ten (10) Business Day period commencing on the day on which financial statements are required hereunder to be delivered for such fiscal quarter and ending on the applicable fiscal quarterEquity Cure Expiration Date, (ii) in each consecutive four fiscal quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is mademade (and no Specified Equity Contribution may be made in consecutive Fiscal Quarters), (iii) there will be no more than five Specified Equity Contributions made in the aggregate after the Closing Date, (iv) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties Borrower to be in compliance with such financial covenantARR Leverage Covenant or the EBITDA Based Leverage Covenant, as applicable, (ivv) all Specified Equity Contributions will be disregarded for purposes of in the calculation of Recurring Revenue or Consolidated Adjusted EBITDA for all purposes (other purposesthan compliance with the ARR Leverage Covenant or the EBITDA Based Leverage Covenant, as applicable (including for subsequent fiscal quarters that include such fiscal quarter in the applicable period of four consecutive trailing fiscal quarters)), including calculating basket levels and other items governed by reference to Recurring Revenue or Consolidated EBITDA Adjusted EBITDA, (vi) the proceeds to the Borrower of any Specified Equity Contribution will not be given pro forma effect in any cash netting under any ratio, or be deemed applied to reduce any debt under any ratio, for the fiscal quarter with respect to which such Specified Equity Contribution is made (but to the extent the Borrower and the Subsidiaries have applied such cash proceeds to repay Indebtedness (including pursuant to Section 2.12(e)), then such use thereof shall be recognized in any such subsequent fiscal quarter) and (vvii) there 100% of the proceeds of the Specified Equity Contribution shall be no more than five (5) Specified Equity Contributions made applied to prepay the Term Loans in the aggregate after the Closing Dateaccordance with Section 2.12.

Equity Cure. In the event the Credit Loan Parties fail to comply with the financial covenant covenants set forth in clause Section 7.11(a) or (ab) of this Section 7.07 as of the last day of any Testing Periodfiscal quarter, any cash equity contribution to Holdings the Borrowers (funded with proceeds of an issuance of Equity Interests of common equity issued by Holdings that are not Disqualified Equity Interests (any such or a parent entity thereof or other equity contribution so included in the calculation of Consolidated EBITDA, issued by Holdings or a “Specified Equity Contribution”parent entity thereof) after the last day of such fiscal quarter and on or prior to the day that is sixty ten (10) days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the BorrowerBorrowers, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant at the end of such fiscal quarterquarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower’s Borrowers’ intent to have make a Specified Equity Contribution made shall be delivered no later than thirty days after the date day on which financial statements are required hereunder to be delivered for the applicable fiscal quarter, (iib) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Loan Parties to be in compliance with such financial covenantcovenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels levels, pricing and other items governed by reference to Consolidated EBITDA and EBITDA, (ve) there shall be no more than five four (54) Specified Equity Contributions made in the aggregate after the Closing Restatement Date, (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the next three (3) fiscal quarters, and (g) the proceeds received by the Borrowers from each Specified Equity Contribution will be promptly used by the Borrowers to prepay the Term Loans. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations, terminate the Revolving Credit Commitment or exercise any other right or remedy against the Loan Parties or any of their Subsidiaries or any of their respective properties solely on the basis of an Event of Default having occurred under Section 8.01(b) as a result of the Loan Parties’ failure to comply with the financial covenants referenced in such cure notice; provided that for purposes of determining the satisfaction of the conditions precedent to a borrowing under the Revolving Credit Commitments pursuant to Section 4.02, a Default shall be deemed to exist. Upon receipt by Borrowers of the Specified Equity Contribution, any applicable Default or Event of Default shall be deemed to have been cured.

Equity Cure. In Notwithstanding anything to the event the Credit Parties fail to comply contrary contained in Section 6.7, for purposes of determining compliance with the financial covenant covenants set forth in clause (a) of this Section 7.07 as 6.7, a cash equity contribution in Parent (in the form of a cash contribution or in exchange for Qualified Capital Stock) made after the commencement of the last applicable Fiscal Quarter and on or prior to the day that is ten days after the day on which financial statements are required to be delivered for such Fiscal Quarter will, at the request of any Testing PeriodParent, any cash contribution which request will be made at the time of contribution, be included in the calculation of Combined EBITDA for the purposes of determining the Leverage Ratio and the Interest Coverage Ratio and as Cash and Cash Equivalents in the definition of Value for purposes of determining the Net Indebtedness to Holdings funded Value Ratio, in each case solely for purposes of determining compliance with proceeds such financial covenants at the end of an issuance of Equity Interests of Holdings such Fiscal Quarter and applicable subsequent periods that are not Disqualified Equity Interests include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDACombined EBITDA or Value, as the case may be, a “Specified Equity Contribution”); provided that (a)(i) after the last day of such fiscal quarter and on or prior to the day that is sixty days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower Parent shall not be permitted to so request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the Borrower, that a Specified Equity Contribution be included in the calculation of Consolidated Combined EBITDA solely for the purposes of determining compliance or as Cash and Cash Equivalents as described above with respect to any Fiscal Quarter unless, after giving effect to such covenant at the end of such fiscal quarter, provided that (i) notice of the Borrower’s intent to have a requested Specified Equity Contribution made shall be delivered no later than thirty days after the date on which financial statements are required hereunder to be delivered for the applicable fiscal quarterContribution, (ii) in each consecutive four fiscal quarter period there will be a period of at least two fiscal quarters consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period (as defined below) in which no Specified Equity Contribution is has been made, and (iiiii) only three Specified Equity Contributions may be made during the term of this Agreement, (b) the amount of any Specified Equity Contribution will shall be no greater than the amount required to cause the Credit Parties Parent to be in compliance with such financial covenant, covenant(s) and (ivc) all Specified Equity Contributions will be disregarded for purposes of determining the calculation availability of Consolidated EBITDA for all other purposes, including calculating basket levels and other items governed by reference any baskets with respect to Consolidated EBITDA and (v) there shall be no more than five (5) the covenants contained in the Credit Documents. To the extent that the proceeds of the Specified Equity Contributions made Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Section 6.7 for the aggregate after Relevant Four Fiscal Quarter Period. For purposes of this paragraph, the Closing Dateterm “Relevant Four Fiscal Quarter Period” shall mean, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which Combined EBITDA or Cash and Cash Equivalents, as the case may be, will be increased as a result of such Specified Equity Contribution.

Equity Cure. In the event the Credit Parties fail Borrower fails to comply with the financial covenant set forth in clause (a) of this Section 7.07 Financial Covenants as of the last day of any Testing PeriodTest Date, any cash contribution to Holdings funded with proceeds of an issuance of Equity Interests of Holdings that are not Disqualified Equity Interests (any such equity contribution so included (or qualified preferred equity or other equity on terms reasonably satisfactory to the Administrative Agent) in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”) Borrower after the last day beginning of the applicable Fiscal Quarter ending on such fiscal quarter Test Date and on or prior to the day that is sixty days ten (10) Business Days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during the Fiscal Quarter ended on such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) Test Date will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with such covenant at the end Financial Covenants as of such fiscal quarterTest Date and as of any subsequent Test Date that includes such Fiscal Quarter for purposes of determining compliance with the Financial Covenants (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (i) notice of the Borrower’s intent to have a no more than two Specified Equity Contribution Contributions may be made shall in any four consecutive Fiscal Quarter period and only three Specified Equity Contributions may be delivered no later than thirty days after made during the date on which financial statements are required hereunder to be delivered for the applicable fiscal quarterterm of this Agreement, (ii) in each consecutive four fiscal quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is made, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties Borrower to be in compliance with such financial covenantthe Financial Covenants, (iviii) all Specified Equity Contributions will be disregarded for purposes of all other purposes, including the calculation of Consolidated Adjusted EBITDA for all other purposes, other than the compliance with the Financial Covenants for such applicable Test Period and subsequent Test Periods that include the Fiscal Quarter ending on the applicable Test Date, and including calculating basket levels and other items governed by reference to Consolidated EBITDA Adjusted EBITDA, (iv) with respect to the Fiscal Quarter for which it is contributed to cure a breach of the Financial Covenants, any Specified Equity Contribution shall not reduce the outstanding Indebtedness of the Borrower for such Fiscal Quarter (it being understood and agreed that such limitation shall not apply in subsequent Fiscal Quarters if actually applied to repay Term Loans) and (v) there the Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be no more than five (5) permitted to incur Revolving Loans or request the issuance of Letters of Credit during the ten Business Day period referred to above unless and until the Borrower has received the proceeds of such Specified Equity Contributions made in the aggregate after the Closing DateContribution.

Equity Cure. In the event the Credit Parties fail to comply with the financial covenant covenants set forth in clause (a) of this Section 7.07 Article VI as of the last day of any Testing PeriodFiscal Quarter, any cash equity contribution to Holdings Borrower (funded with proceeds of an issuance of Equity Interests of common equity issued by Holdings that are or other equity issued by Holdings not constituting Disqualified Equity Interests (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”Stock) after the last day of such fiscal quarter and on or prior to the day that is sixty ten (10) days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) Fiscal Quarter will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant covenants at the end of such fiscal quarterFiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower’s intent to have make a Specified Equity Contribution made shall be delivered no later than thirty days after the date day on which financial statements are required hereunder to be delivered for the applicable fiscal quarterFiscal Quarter, (iib) in each consecutive four fiscal quarter (4) Fiscal Quarter period there will be at least two fiscal quarters (2) Fiscal Quarters in which no Specified Equity Contribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such the comparable financial covenantcovenants set forth in the First Lien Credit Agreement, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels levels, pricing and other items governed by reference to Consolidated EBITDA and EBITDA, (ve) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, and (f) any Loans or any First Lien Debt prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter being cured and the immediately succeeding Fiscal Quarter. From the effective date of delivery of such cure notice to the Administrative Agent until the date that is ten (10) days after the day on which the applicable financial statements are required to be delivered, neither the Administrative Agent nor any Lender shall impose a default interest rate, accelerate the Obligations or exercise any other right or remedy against the Credit Parties or any of their Subsidiaries or any of their respective properties solely on the basis of an Event of Default having occurred under Section 7.1(c) as a result of the Credit Parties’ failure to comply with the financial covenant referenced in such cure notice; provided until timely receipt of the Specified Equity Contribution, for all other purposes under the Credit Agreement and the other Loan Documents (including, for the avoidance of doubt, Section 2.2 hereof), an Event of Default shall be deemed to have occurred and be continuing. Upon receipt by Borrower of the Specified Equity Contribution, any applicable Default or Event of Default shall automatically be deemed to have been cured.

Equity Cure. In the event the Credit Parties fail Borrower fails to comply with the financial covenant set forth in clause (a) of this Section 7.07 Financial Covenants as of the last day of any Testing PeriodTest Date, any cash contribution to Holdings funded with proceeds of an issuance of Equity Interests of Holdings that are not Disqualified Equity Interests (any such equity contribution so included (or qualified preferred equity or other equity on terms reasonably satisfactory to the Administrative Agent) in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”) Borrower after the last day beginning of the applicable Fiscal Quarter ending on such fiscal quarter Test Date and on or prior to the day that is sixty days ten (10) Business Days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during the Fiscal Quarter ended on such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) Test Date will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with such covenant at the end Financial Covenants as of such fiscal quarterTest Date and as of any subsequent Test Date that includes such Fiscal Quarter for purposes of determining compliance with the Financial Covenants (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (i) notice of the Borrower’s intent to have a no more than two Specified Equity Contribution Contributions may be made shall in any four consecutive Fiscal Quarter period and only three Specified Equity Contributions may be delivered no later than thirty days after made during the date on which financial statements are required hereunder to be delivered for the applicable fiscal quarterterm of this Agreement, (ii) in each consecutive four fiscal quarter period there will be at least two fiscal quarters in which no Specified Equity Contribution is made, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties Borrower to be in compliance with such financial covenantthe Financial Covenants, (iviii) all Specified Equity Contributions will be disregarded for purposes of all other purposes, including the calculation of Consolidated EBITDA Adjusted EBITDA, other than the compliance with the Financial Covenants for all other purposessuch applicable Test Period and subsequent Test Periods that include the Fiscal Quarter ending on the applicable Test Date, and including calculating basket levels and other items governed by reference to Consolidated EBITDA Adjusted EBITDA, (iv) with respect to the Fiscal Quarter for which it is contributed to cure a breach of the Financial Covenants, any Specified Equity Contribution shall not reduce the outstanding Indebtedness of the Borrower for such Fiscal Quarter (it being understood and agreed that such limitation shall not apply in subsequent Fiscal Quarters if actually applied to repay Term Loans) and (v) there the Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be no more than five (5) permitted to incur Revolving Loans or request the issuance of Letters of Credit during the ten Business Day period referred to above unless and until the Borrower has received the proceeds of such Specified Equity Contributions made in the aggregate after the Closing DateContribution.

Equity Cure. In Notwithstanding anything to the contrary contained in Section 8, in the event the Credit Parties fail of any Event of Default for failure to comply with Section 7.1 at the end of any fiscal quarter or fiscal year, until the expiration of the tenth (10th) Business Day after the day on which the financial covenant set forth in clause statements and Compliance Certificate are required to be delivered for such fiscal quarter or fiscal year (a) of this Section 7.07 as of the last day of any Testing Period“Cure Expiration Date”), the cash proceeds from any cash equity contribution (which equity shall be either common Equity Interests or other Qualified Equity Interests) made to Holdings funded with proceeds of an issuance of Parent and contributed in cash to the common Equity Interests or other Qualified Equity Interests of Holdings the Borrowers after the end of such fiscal quarter or fiscal year will, at the written request of the Borrowers, be included in the calculation of Consolidated EBITDA solely for the purpose of determining compliance with Section 7.1 at the end of such fiscal quarter or fiscal year and applicable subsequent periods that are not Disqualified Equity Interests include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”) after , and the last day amount of such fiscal quarter and on or prior to the day that is sixty days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day periodContribution, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant at the end of such fiscal quarter, “Cure Amount”); provided that (i) notice of the Borrower’s intent to have a Specified Equity Contribution made shall be delivered no later than thirty days after the date on which financial statements are required hereunder to be delivered for the applicable fiscal quarter, (iia) in each four consecutive four fiscal quarter period there will be a period of at least two fiscal quarters in which no Specified Equity Contribution is made, (iiib) no more than four (4) Specified Equity Contributions may be made during the term of this Agreement, (c) the amount of any Specified Equity Contribution will shall be no greater more than the amount required to cause Parent and the Credit Parties Borrowers to be in pro forma compliance with the financial covenant set forth in Section 7.1 for such financial covenantfiscal quarter, (ivd) all Consolidated EBITDA shall be increased by an amount equal to such Specified Equity Contributions will be disregarded Contribution solely for the purpose of determining compliance with the financial covenant set forth in Section 7.1 with respect to any Reference Period that includes the fiscal quarter for which such Specified Equity Contribution was made and not for any other purpose under this Agreement (including for purposes of the calculation of (x) calculating Consolidated EBITDA for all purposes under this Agreement other purposesthan with respect to determining compliance with Section 7.1 and (y) determining the availability or amount of any covenant baskets or carve-outs, including calculating basket levels and pricing or for any other items governed by reference purpose). Parent shall, on or prior to the making of any Specified Equity Contribution, give the Administrative Agent a written notice identifying the aggregate amount of such Specified Equity Contribution to be used to test compliance with Section 7.1 for such fiscal quarter. Upon the making of a Specified Equity Contribution, the financial covenant set forth in Section 7.1 shall be recalculated giving effect to the increase in Consolidated EBITDA and, if, after giving effect to such recalculation, Parent and (v) there the Borrower are in compliance with the financial covenant set forth in Section 7.1 as of the relevant date of determination, such failure to comply with Section 7.1 shall be no more than five (5) deemed to have been cured; provided that until the making of such Specified Equity Contributions made Contribution, the Event of Default arising from failure to comply with Section 7.1 shall be deemed to exist for all purposes of the Loan Documents, including, without limitation, conditions to funding (provided, that during such period neither Administrative Agent nor any Lender may impose default interest, accelerate the Obligations, terminate any Revolver Commitment or exercise any enforcement remedy against the Borrower solely as a result of such failure to comply with Section 7.1), and in the aggregate after event that the Closing Specified Equity Contribution is not made by the Cure Expiration Date., default interest may be charged against the Obligations due and owing in accordance with the Loan Documents from the end of the applicable fiscal quarter in which the failure to comply with Section 7.1 occurred and the Lenders shall have all rights and remedies available to them in respect of the outstanding failure to comply with Section 7.1 as provided in this Agreement and the other

Equity Cure. In the event the Credit Parties fail to comply For purposes of determining compliance with the financial covenant set forth in clause (aSection 6.03(a) of this Section 7.07 as of the last day of any Testing Quarterly Period, any cash contribution to Holdings funded the Borrower may (i) make an optional prepayment of the Loans in accordance with proceeds of an issuance of Equity Interests of Holdings that are not Disqualified Equity Interests (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”Section 2.05(b) after the last day of such fiscal quarter Quarterly Period and on or prior to the day that is sixty ten (10) days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter pursuant to Section 6.01(a) (provided that, unless the “Equity Cure Expiration Date”) using the proceeds of a Specified Equity Contribution is made during such sixty-day period, cash equity contribution to the Borrower (funded with proceeds of common equity issued by the Borrower), and such Indebtedness shall be deemed to have not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election been outstanding as of the Borrower, be included in last of the calculation of Consolidated EBITDA immediately preceding Quarterly Period solely for the purposes of determining compliance with such covenant in Section 6.03(a) (each an “Equity Contribution Cure”) at the end of such Quarterly Period or (ii) contribute or transfer additional Projects (or Project Subsidiaries) to Subsidiaries of the Borrower after the last day of such Quarterly Period and on or prior to the date that is thirty (30) days after the day on which financial statements are required to be delivered for that fiscal quarterquarter pursuant to Section 6.01(a) (the “Asset Cure Expiration Date”), and such Projects (or Project Subsidiaries) shall be deemed to have been owned by the Borrower and its Subsidiaries for purposes of determining compliance with such covenant in Section 6.03(a) (each an “Asset Contribution Cure”); provided that (ia) written notice of the Borrower’s intent to have a Specified make an Equity Contribution made Cure or an Asset Contribution Cure shall be delivered by the Borrower no later than thirty days after the date day on which financial statements are required hereunder to be delivered for the applicable fiscal quarter, (iib) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal consecutive quarters in which no Specified Equity Contribution Cure is made, (iii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenant, (iv) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels and other items governed by reference to Consolidated EBITDA and (vc) there shall be no more than five three (53) Specified Equity Contributions Contribution Cures made in the aggregate after the Closing Date, and (d) the proceeds received by Borrower from all equity contributions for the purposes of making Equity Contribution Cures shall be held in a Borrower Account until applied to the prepayment of the Loans; provided, further, that there shall be no limit on the number of Asset Contribution Cures the Borrower may make. Upon the Administrative Agent’s receipt no later than the Equity Cure Expiration Date or Asset Cure Expiration Date, as applicable, of notice from the Borrower of its intent to make an Equity Contribution Cure or Asset Contribution Cure pursuant to this Section 6.03(b), then, unless the Equity Contribution Cure or Asset Contribution Cure, as applicable, is not made on or prior to the Equity Cure Expiration Date or Asset Cure Expiration Date, as applicable, neither any Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and neither any Agent nor any Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Sections 6.03(b) in respect of the period ending on the last day of such Quarterly Period.

Equity Cure. In the event the Credit Parties fail to comply with the any financial covenant set forth in clause (a) of this Section 7.07 5.9 as of the last day of any Testing Periodfiscal quarter, any cash equity contribution to Holdings the Parent (funded with proceeds of an issuance of Equity Interests of Holdings that are not Disqualified Equity Interests (any such common equity contribution so included issued by Parent or other equity issued by Parent and having terms reasonably acceptable to the Administrative Agent, in each case contributed by the calculation of Consolidated EBITDA, a “Specified Equity Contribution”Parent to the Borrower) after the last day of such fiscal quarter and on or prior to the day that is sixty ten (10) days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant covenants at the end of such fiscal quarterquarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower’s intent to have make a Specified Equity Contribution made shall be irrevocable and delivered no later than thirty days after the date day on which financial statements are required hereunder to be delivered for the applicable fiscal quarter, (iib) in each consecutive four fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is mademade and those shall not be consecutive fiscal quarter periods, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenantcovenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels levels, pricing and other items governed by reference to Consolidated EBITDA and EBITDA, (ve) there shall be no more than five two (52) Specified Equity Contributions made in the aggregate after the Closing Date, (f) the proceeds received by the Borrower from all Specified Equity Contributions shall be promptly used by the Borrower to prepay Term Loans but in no event shall be double counted for purposes of financial covenant calculation, (g) the amount of any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the current fiscal quarter and the next three (3) fiscal quarter thereafter and (h) the amount of each Specified Equity Contribution shall not exceed $5,000,000 and the aggregate amount of all Specified Equity Contributions shall not exceed $10,000,000.

Equity Cure. In the event the Credit Parties fail to comply with the financial covenant covenants set forth in clause (a) of this Section 7.07 6.2 or 6.3 as of the last day of any Testing PeriodFiscal Quarter, any cash equity contribution to Holdings the Issuer (funded with proceeds of an issuance common equity (other than Disqualified Stock) issued by Holdings or the Issuer or other equity issued by Holdings or the Issuer having terms reasonably acceptable to the Required Purchasers) by Holdings or any other equity holder of Equity Interests the Issuer after the last day of Holdings the applicable Fiscal Quarter with respect to which such covenants are being tested and on or prior to the day that is ten (10) days after the day on which financial statements are not Disqualified Equity Interests required to be delivered for such Fiscal Quarter will, at the irrevocable election of the Issuer, be included in the calculation of EBITDA solely for the purposes of determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) after notice of the last day of such fiscal quarter and on or prior Issuer’s intent to the day that is sixty days after make a Specified Contribution shall be delivered no later than the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant at the end of such fiscal quarter, provided that (i) notice of the Borrower’s intent to have a Specified Equity Contribution made shall be delivered no later than thirty days after the date on which financial statements are required hereunder to be delivered for the applicable fiscal quarterFiscal Quarter, (iib) in each consecutive four fiscal quarter Fiscal Quarter period there will be at least two fiscal quarters (2) Fiscal Quarters in which no Specified Equity Contribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such the financial covenantcovenants in Section 6.2 and 6.3 and the financial covenants in Section 6.2 and 6.3 of the First Lien Credit Agreement, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels levels, pricing and other items governed by reference to Consolidated EBITDA and EBITDA, (ve) there shall be no more than five (5) Specified Equity Contributions made in the aggregate after the Closing Date, (f) the proceeds received by the Issuer from all Specified Equity Contributions shall be promptly used by the Issuer to prepay First Lien Indebtedness (applied in accordance with Section 1.8(g) of the First Lien Credit Agreement as in effect on the Closing Date) and thereafter the Term Loans and (g) any Indebtedness prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the financial covenants in Section 6.2 and 6.3 for the current Fiscal Quarter (but, for the avoidance of doubt, not the next three Fiscal Quarters thereafter). Any Specified Equity Contribution (as defined in the First Lien Credit Agreement made under the First Lien Credit Agreement shall be deemed to be a Specified Equity Contribution made under this Section 6.4 in an equivalent amount.

Equity Cure. In the event the Credit Loan Parties fail to comply with the financial covenant covenants set forth in clause clauses (a) and (c) of this Section 7.07 7.15 as of the last day of any Testing Periodfiscal quarter, any cash equity contribution to Holdings the Borrower (funded with proceeds of an issuance of Equity Interests of Holdings that are equity having terms reasonably acceptable to Agent and in any case, not constituting Disqualified Equity Interests Securities) or any Indebtedness having terms (any such equity contribution so included including subordination terms) acceptable to Agent in the calculation of Consolidated EBITDAits sole discretion, a “Specified Equity Contribution”) after the last day of in each case, funded during such fiscal quarter and or on or prior to the day that is sixty ten (10) days after the day on which financial statements are a compliance certificate is required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA Adjusted EBITDA, solely for the purposes of determining compliance with such covenant covenants at the end of such fiscal quarterquarter and any subsequent period that includes such fiscal quarter (any such equity contribution or acceptable subordinated Indebtedness so included in the calculation of Consolidated Adjusted EBITDA, a "Specified Equity Contribution"); provided that (ia) notice of the Borrower’s 's intent to have receive a Specified Equity Contribution made shall be delivered no later than thirty days after the date day on which financial statements are a compliance certificate is required hereunder to be delivered for the applicable fiscal quarter, (iib) in each consecutive four fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is made, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Loan Parties to be in compliance with such financial covenantcovenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA Adjusted EBITDA, as applicable, for all other purposes, including calculating basket levels and other items governed by reference to Consolidated EBITDA and levels, (ve) there shall be no more than five four (54) Specified Equity Contributions made in the aggregate after the Closing Date, and (f) at the option of the Required Lenders, the proceeds of such Specified Equity Contribution will be applied to prepay the Loans (except to the extent applied to repay Indebtedness under any Working Capital Facility or Alternate Senior Credit Facility as required by the terms thereof) and such prepayment will be disregarded in determining the Financial Covenants for the applicable fiscal quarter and each of the subsequent three (3) fiscal quarters (but not any fiscal quarter thereafter) and such prepayment shall be at par and not subject to the Prepayment Price.

Equity Cure. In the event the Credit Parties fail to comply with the any financial covenant set forth in clause (a) of this Section 7.07 9.15 as of the last day of any Testing Periodfiscal quarter, any cash equity contribution to Holdings (funded with proceeds of an issuance of Equity Interests of common equity issued by Holdings that are not Disqualified Equity Interests (any such or other equity contribution so included issued by Holdings and having terms reasonably acceptable to the Administrative Agent, in each case contributed by Holdings to the calculation of Consolidated EBITDA, a “Specified Equity Contribution”Borrower) after the last day of such fiscal quarter and on or prior to the day that is sixty ten (10) days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant covenants at the end of such fiscal quarterquarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ia) notice of the Borrower’s intent to have make a Specified Equity Contribution made shall be irrevocable and delivered no later than thirty days after the date day on which financial statements are required hereunder to be delivered for the applicable fiscal quarter, (iib) in each consecutive four fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is mademade and those shall not be consecutive fiscal quarter periods, (iiic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenantcovenants, (ivd) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including calculating basket levels levels, pricing and other items governed by reference to Consolidated EBITDA until the first calculation date following the receipt by the Administrative Agent of the financial information and related compliance certificate for the first full fiscal quarter ending after the date of the payment of the Specified Equity Contribution, (ve) there shall be no more than five two (52) Specified Equity Contributions made in the aggregate after the Closing Date, (f) the amount of any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the current fiscal quarter and the next three (3) fiscal quarter thereafter and (h) the amount of each Specified Equity Contribution shall not exceed $5,000,000 and the aggregate amount of all Specified Equity Contributions shall not exceed $10,000,000.

Equity Cure. In For purposes of determining compliance with the event Financial Covenant and the other provisions of the Credit Parties fail Documentation affected by such compliance, any proceeds from equity issuances or cash equity contribution (which equity will be in the form of common equity or other equity reasonably acceptable to comply the Administrative Agent) made to Holdings by the Sponsor and/or the other Investors, and contributed by Holdings, directly or indirectly, to the common equity of the Borrower, after the end of the applicable fiscal quarter and on or prior to the day that is fifteen (15) business days after the day on which financial statements are required to be delivered for such fiscal quarter (the “Cure Period”) will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in clause (a) Financial Covenant at the end of this Section 7.07 as of the last day of any Testing Period, any cash contribution to Holdings funded with proceeds of an issuance of Equity Interests of Holdings such fiscal quarter and each applicable subsequent period that are not Disqualified Equity Interests includes such quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”) after the last day of such fiscal quarter and on or prior to the day that is sixty days after the day on which financial statements are required hereunder to be delivered for that fiscal quarter (provided that); provided, unless a Specified Equity Contribution is made during such sixty-day period, the Borrower shall not be permitted to request any Borrowing hereunder during such sixty-day period) will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such covenant at the end of such fiscal quarter, provided that (i) notice of the Borrower’s intent to have a Specified Equity Contribution made shall be delivered no later than thirty days after the date on which financial statements are required hereunder to be delivered for the applicable fiscal quarter, (iia) in each four consecutive four fiscal quarter period there will be at least no more than two fiscal quarters in which no a Specified Equity Contribution is made, (iiib) no more than five Specified Equity Contributions may be made during the term of the Credit Facilities, (c) the amount of any Specified Equity Contribution in any period will be no greater than the amount required to cause the Credit Parties Borrower to be in compliance with the Financial Covenant for such financial covenantperiod, (d) each Specified Equity Contribution shall increase Consolidated EBITDA solely for the purposes of computing quarter-end compliance with the Financial Covenant and shall not be included for the purpose of determining the availability or amount of any covenant baskets or carve-outs, pricing or for any other purpose, and (e) such Specified Equity Contribution shall not result in any reduction of indebtedness in the calculation of the Financial Covenant in the fiscal quarter in which the Specified Equity Contribution is made. The Credit Documentation will provide that no default or event of default in respect of any Financial Covenant shall exist until the expiration of the Cure Period and that neither the Administrative Agent nor any Lender shall exercise the right to accelerate the Revolving Loans or terminate the Revolving Credit Commitments, and none of the Administrative Agent, any Lender or any other secured party shall exercise any right to foreclose on or take possession of any Collateral or exercise any other remedy prior to the expiration of the Cure Period, in each case, solely on the basis of an event of default having occurred and being continuing with respect to the Financial Covenant for the applicable fiscal quarter; provided that no extension of credit or issuance or extension of a Letter of Credit shall be required to be made under the Revolving Credit Facility during such period. Permitted Acquisition So long as no event of default has occurred and is continuing (subject to the Limited Conditionality Provisions), the Borrower or any of its restricted subsidiaries may acquire a majority of the equity interests of or all or substantially all of the assets of an entity (or all or substantially all of the assets constituting a business unit, division, product line or line of business of an entity) (including any investment which serves to increase the Borrower’s or such restricted subsidiary’s respective interest therein) (a “Permitted Acquisition”); provided, that (i) the acquired entity and its subsidiaries will become restricted subsidiaries and, subject to the limitations set forth under “Guarantees” and “Security” above, the acquired entity and its subsidiaries will become Guarantors and pledge their assets as Collateral to the Administrative Agent within sixty (60) days (or such longer timeframe as may be reasonably agreed in writing by the Administrative Agent) after such acquisition (with carve-outs for dispositions of non-core assets acquired in connection with such Permitted Acquisition and sales required to obtain HSR approval), (ii) acquisitions of persons that do not become Guarantors and of assets that do not become Collateral following the Closing Date shall not exceed the greater of (x) $19.8 million and (y) 30% of Consolidated EBITDA, plus the Available Amount Basket (with any such use reducing capacity thereunder) (excluding acquisitions funded with equity proceeds of stock (other than disqualified stock) or capital contributions paid in respect of the equity interests of Holdings (or direct or indirect parent company thereof) and contributed as stock (other than disqualified stock) to the Borrower) not otherwise applied, (iii) the line of business of the acquired entity shall be similar, ancillary, corollary, synergistic, complementary or related to, or a reasonable extension, development or expansion of, the businesses conducted by the Borrower and its restricted subsidiaries (as determined by the Borrower in its reasonable discretion) (iv) all Specified Equity Contributions will the acquisition shall be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposesnon-hostile, including calculating basket levels and other items governed by reference to Consolidated EBITDA and (v) there with respect to acquisitions with a purchase price exceeding the greater of $9.9 million and 15% of Consolidated EBITDA, the Borrower shall deliver to the Administrative Agent, a quality of earnings report prepared by an independent registered public accounting firm of recognized national standing or other accounting firm reasonably acceptable to the Administrative Agent and the Lead Lender Representative (such approval not to be no more than unreasonably withheld, conditioned, denied or delayed) (including any “big-four” accounting firm), and (vi) a customary due diligence package of readily available items (including other quality of earnings reports and other third party reports) that are reasonably requested by the Administrative Agent and the Lead Lender Representative. Events of Default Limited to the following (to be applicable to the Borrower, its restricted subsidiaries and Holdings in limited cases) (each, an “Event of Default”): (i) nonpayment of principal when due; (ii) nonpayment of (A) interest subject to a grace period of five (5) Specified Equity Contributions made business days, or (B) fees or other amounts subject to a grace period of ten (10) business days; (iii) material inaccuracy of representations and warranties, subject to a thirty (30) day cure period in the aggregate case of breaches capable of being cured; (iv) violation of covenants, subject, in the case of affirmative covenants (other than with respect to notices of events of default, the existence of Holdings and the Borrower, and the use of proceeds), to a grace period of thirty (30) days after notice from the Closing DateAdministrative Agent; (v) cross default to other debt in excess of the greater of $16.5 million and 25% of Consolidated EBITDA; (vi) bankruptcy events with respect to the Credit Parties and other material restricted subsidiaries (with a customary grace period of sixty (60) days for involuntary events); (vii) certain ERISA events which have a Material Adverse Effect; (viii) one or more final and non-appealable judgments (or judgments not stayed and bonded pending appeal or covered by insurance or indemnity not denied after notice) in excess of the greater of $16.5 million and 25% of Consolidated EBITDA that has not been satisfied; (ix) actual or asserted invalidity of any guarantee or security document, any subordination provision the Intercreditor Agreement or any other intercreditor agreement or any material security interest; and (x) occurrence of a change of control. The events of default shall be subject to baskets (in each case, subject to “grower” baskets), materiality thresholds, carve outs and exceptions, in each case consistent with the Documentation Principles. Further, notwithstanding any other provisions herein or in the Credit Documentation to the contrary, no dollar denominated basket shall be treated as having been breached if the relevant dollar-denominated basket would not have occurred but for any fluctuation in exchange rates nor shall any such fluctuations create additional capacity under any such basket.