Common use of Equity Cure Clause in Contracts

Equity Cure. In the event the Borrower fails to comply with the Financial Covenants as of any Test Date, any cash equity contribution (or qualified preferred equity or other equity on terms reasonably satisfactory to the Administrative Agent) in the Borrower after the beginning of the applicable Fiscal Quarter ending on such Test Date and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for the Fiscal Quarter ended on such 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 the Financial Covenants as of such Test 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) no more than two Specified Equity Contributions may be made in any four consecutive Fiscal Quarter period and only three Specified Equity Contributions may be made during the term of this Agreement, (ii) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenants, (iii) all Specified Equity Contributions will 164 148797484_8155722702_14 be disregarded for all other purposes, including the calculation of Consolidated Adjusted EBITDA for all 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 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) the Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be 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 Contribution.

Equity Cure. In For purposes of determining compliance with the event financial covenant set forth in Section 6.03(a) as of the last day of any Quarterly Period, the Borrower fails to comply may (i) make an optional prepayment of the Loans in accordance with the Financial Covenants as of any Test Date, any cash equity contribution (or qualified preferred equity or other equity on terms reasonably satisfactory to the Administrative AgentSection 2.05(b) in the Borrower after the beginning last day of the applicable Fiscal Quarter ending on such Test Date Quarterly Period and on or prior to the day that is ten (10) Business Days days after the day on which financial statements are required to be delivered for that fiscal quarter pursuant to Section 6.01(a) (the Fiscal Quarter ended on “Equity Cure Expiration Date”) using the proceeds of a cash equity contribution to the Borrower (funded with proceeds of common equity issued by the Borrower), and such Test Date will, at the irrevocable election Indebtedness shall be deemed to have not been outstanding as of the Borrower, be included in last of the calculation of Consolidated Adjusted 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 Financial Covenants as end of such Test Date 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 as of any subsequent Test Date on or prior to the date that includes is thirty (30) days after the day on which financial statements are required to be delivered for that fiscal quarter pursuant to Section 6.01(a) (the “Asset Cure Expiration Date”), and such Fiscal Quarter Projects (or Project Subsidiaries) shall be deemed to have been owned by the Borrower and its Subsidiaries for purposes of determining compliance with the Financial Covenants such covenant in Section 6.03(a) (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a each an “Specified Equity ContributionAsset Contribution Cure”); provided that (ia) written notice of the Borrower’s intent to make an Equity Contribution Cure or an Asset Contribution Cure shall be delivered by the Borrower no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (b) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal consecutive quarters in which no Equity Contribution Cure is made, (c) there shall be no more than two Specified three (3) Equity Contributions may be Contribution Cures made in any four consecutive Fiscal Quarter period the aggregate after the Closing Date, and only three Specified Equity Contributions may be made during the term of this Agreement, (iid) the amount proceeds received by Borrower from all equity contributions for the purposes of any Specified making Equity Contribution will Cures shall be held in a Borrower Account until applied to the prepayment of the Loans; provided, further, that there shall be no greater limit on the number of Asset Contribution Cures the Borrower may make. Upon the Administrative Agent’s receipt no later than the amount required to cause Equity Cure Expiration Date or Asset Cure Expiration Date, as applicable, of notice from the Borrower of its intent to be 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 compliance with respect of the Financial Covenants, (iii) all Specified Equity Contributions will 164 148797484_8155722702_14 be disregarded for all other purposes, including the calculation of Consolidated Adjusted EBITDA for all purposes other than the compliance with the Financial Covenants for such applicable Test Period and subsequent Test Periods that include the Fiscal Quarter period ending on the applicable Test Date, and including calculating basket levels and other items governed by reference to Consolidated 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) the Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be 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 last day of such Specified Equity ContributionQuarterly Period.

Equity Cure. In the event the Borrower fails Loan Parties fail to comply with the Financial Covenants financial covenants set forth in clauses (a) and (c) of this Section 7.15 as of the last day of any Test Datefiscal quarter, any cash equity contribution to the Borrower (or qualified preferred funded with proceeds of equity or other equity on having terms reasonably satisfactory acceptable to the Administrative AgentAgent and in any case, not constituting Disqualified Securities) or any Indebtedness having terms (including subordination terms) acceptable to Agent in the Borrower after the beginning of the applicable Fiscal Quarter ending on its sole discretion, in each case, funded during such Test Date and fiscal quarter or on or prior to the day that is ten (10) Business Days days after the day on which financial statements are a compliance certificate is required to be delivered for the Fiscal Quarter ended on such Test Date that fiscal quarter will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA EBITDA, solely for the purposes of determining compliance with such covenants at the Financial Covenants as end of such Test Date fiscal quarter and as of any subsequent Test Date period that includes such Fiscal Quarter for purposes of determining compliance with the Financial Covenants 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) no more than two notice of Borrower's intent to receive a Specified Equity Contributions may Contribution shall be made delivered no later than the day on which a compliance certificate is required to be delivered for the applicable fiscal quarter, (b) in any each consecutive four consecutive Fiscal Quarter fiscal quarter period and only three there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may be made during the term of this AgreementContribution is made, (iic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower Loan Parties to be in compliance with the Financial Covenantssuch covenants, (iiid) all Specified Equity Contributions will 164 148797484_8155722702_14 be disregarded for purposes of the calculation of Consolidated Adjusted EBITDA, as applicable, for all other purposes, including calculating basket levels, (e) there shall be no more than four (4) Specified Equity Contributions made in the calculation of Consolidated Adjusted EBITDA for all purposes other than aggregate after 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 Closing Date, and including calculating basket levels and other items governed by reference to Consolidated Adjusted EBITDA, (ivf) with respect to at the Fiscal Quarter for which it is contributed to cure a breach option of the Financial CovenantsRequired Lenders, 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) the Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be 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 ContributionContribution 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 Borrower fails Loan Parties fail to comply with the Financial Covenants financial covenants set forth in Section 7.11(a) or (b) as of the last day of any Test Datefiscal quarter, any cash equity contribution to the Borrowers (funded with proceeds of common equity issued by Holdings or qualified preferred equity a parent entity thereof or other equity on terms reasonably satisfactory to the Administrative Agentissued by Holdings or a parent entity thereof) in the Borrower after the beginning of the applicable Fiscal Quarter ending on such Test Date and on or prior to the day that is ten (10) Business Days days after the day on which financial statements are required to be delivered for the Fiscal Quarter ended on such Test Date that fiscal quarter will, at the irrevocable election of the BorrowerBorrowers, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with such covenant at the Financial Covenants as end of such Test Date fiscal quarter and as of any subsequent Test Date period that includes such Fiscal Quarter for purposes of determining compliance with the Financial Covenants fiscal quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (ia) no more than two notice of the Borrowers’ intent to make a Specified Equity Contributions may Contribution shall be made delivered no later than the day on which financial statements are required to be delivered for the applicable fiscal quarter, (b) in any each consecutive four consecutive Fiscal Quarter (4) fiscal quarter period and only three there will be at least two (2) fiscal quarters in which no Specified Equity Contributions may be made during the term of this AgreementContribution is made, (iic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower Loan Parties to be in compliance with the Financial Covenantssuch covenants, (iiid) all Specified Equity Contributions will 164 148797484_8155722702_14 be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including the calculation of Consolidated Adjusted EBITDA for all 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 levels, pricing and other items governed by reference to Consolidated Adjusted EBITDA, (ive) there shall be no more than four (4) Specified Equity Contributions made in the aggregate after the Restatement Date, (f) any Loans prepaid with respect to the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter for which it is contributed to cure a breach of being cured and the Financial Covenantsnext three (3) fiscal quarters, any 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 not reduce impose a default interest rate, accelerate the outstanding Indebtedness 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 Borrower Loan Parties’ failure to comply with the financial covenants referenced in such cure notice; provided that for such Fiscal Quarter (it being understood and agreed that such limitation shall not apply in subsequent Fiscal Quarters if actually applied purposes of determining the satisfaction of the conditions precedent to repay Term Loans) and (v) the Borrower shall not, unless otherwise agreed by the Required Lenders a borrowing under the Revolving Credit FacilityCommitments pursuant to Section 4.02, a Default shall be permitted deemed to incur Revolving Loans or request exist. Upon receipt by Borrowers of 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 Contribution, any applicable Default or Event of Default shall be deemed to have been cured.

Equity Cure. In the event the Borrower fails Credit Parties fail to comply with the Financial Covenants financial covenant set forth in clause (a) of this Section 7.07 as of the last day of any Test DateTesting 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 (or qualified preferred equity or other equity on terms reasonably satisfactory to the Administrative Agent) so included in the Borrower calculation of Consolidated EBITDA, a “Specified Equity Contribution”) after the beginning last day of the applicable Fiscal Quarter ending on such Test Date fiscal quarter and on or prior to the day that is ten (10) Business Days 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 Fiscal Quarter ended on Borrower shall not be permitted to request any Borrowing hereunder during such Test Date sixty-day period) 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 Financial Covenants as end of such Test 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 EBITDAfiscal quarter, a “Specified Equity Contribution”); provided that (i) no more than two notice of the Borrower’s intent to have a Specified Equity Contributions may Contribution made shall be made in any four consecutive Fiscal Quarter period and only three Specified Equity Contributions may delivered no later than thirty days after the date on which financial statements are required hereunder to be made during delivered for the term of this Agreementapplicable 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 Borrower Credit Parties to be in compliance with the Financial Covenantssuch financial covenant, (iiiiv) all Specified Equity Contributions will 164 148797484_8155722702_14 be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes, including the calculation of Consolidated Adjusted EBITDA for all 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 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) EBITDA and (v) the Borrower there shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be 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 no more than five (5) Specified Equity ContributionContributions made in the aggregate after the Closing Date.

Equity Cure. In Notwithstanding anything to the event contrary contained in Section 6.1, for purposes of determining whether an Event of Default has occurred under the Borrower fails to comply with the Financial Covenants as of financial covenant set forth in Section 6.1 for any Test Datefiscal quarter, any cash equity contribution (or qualified preferred equity or other equity on terms reasonably satisfactory to the Administrative Agent) in Capital Contribution made to, and actually received by, the Borrower after the beginning last day of the applicable Fiscal Quarter ending on such Test Date fiscal quarter and on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered hereunder for the Fiscal Quarter ended on such Test Date fiscal quarter will, at the irrevocable election request of the BorrowerBorrower (delivered to the Administrative Agent in the form of a Notice of Intent to Cure prior to the day on which financial statements are required to be delivered hereunder for such fiscal quarter), be included in the calculation of Consolidated Adjusted EBITDA Operating Cash Available for Debt Service solely for the purposes of determining compliance with the Financial Covenants as financial covenant set forth in Section 6.1 at the end of such Test Date fiscal quarter and as of any subsequent Test Date period that includes such Fiscal Quarter for purposes of determining compliance with the Financial Covenants fiscal quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDAcontribution, a “Specified Equity Capital Contribution”); provided that (i) no more than two Specified Equity Capital Contributions may be made in during any fiscal year and no more than four consecutive Fiscal Quarter period and only three Specified Equity Capital Contributions may be made during the term of this Agreement, (ii) Specified Capital Contributions may not be made in consecutive fiscal quarters, (iii) the amount of any Specified Equity Capital Contribution will be no greater than shall not exceed the lesser of (A) the amount required to cause the Borrower Restricted Parties to be in compliance with such financial covenant for such fiscal quarter and (B) 10% of Operating Cash Available for Debt Service (without giving effect to such Specified Capital Contribution) for the Financial CovenantsReference Period to which such Specified Capital Contribution relates, (iiiiv) all Specified Equity Capital Contributions will 164 148797484_8155722702_14 be disregarded for all other purposespurposes under this Agreement (including, including for the avoidance of doubt, any other calculation of Consolidated Adjusted EBITDA the Debt Service Coverage Ratio hereunder) and the Credit Documents and shall not be deemed to have decreased Indebtedness for all purposes other than any period in which such contribution increased Operating Cash Available for Debt Service, (v) the compliance with Net Cash Proceeds of each Specified Capital Contribution shall be applied to prepay the Financial Covenants principal balance of the Loans and (vi) upon the Administrative Agent’s receipt of a written notice from the Borrower that it intends to exercise the cure right set forth in this Section 8.4 (a “Notice of Intent to Cure”) (which Notice of Intent to Cure shall be irrevocable and must be delivered to the Administrative Agent after the last day of the fiscal quarter in respect of which such cure right is to be exercised and on or prior to the day on which financial statements are required to be delivered hereunder for such applicable Test Period fiscal quarter), until the day on which the financial statements have been or are required to be delivered hereunder for the fiscal quarter to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Obligations and subsequent Test Periods that include none of the Fiscal Quarter ending Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of any Collateral solely on the applicable Test Date, basis of an Event of Default having occurred and including calculating basket levels and other items governed by reference to Consolidated Adjusted EBITDA, (ivbeing continuing under Section 8.1(b) with respect to the Fiscal Quarter for which it is contributed to cure as a result of a breach of the Financial Covenantsfinancial covenant set forth in Section 6.1 (provided that an Event of Default shall be deemed to have occurred during such period for all other purposes of this Agreement, any Specified Equity Contribution shall not reduce including Section 3.2 hereof, and 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) the Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving other Credit Facility, be permitted to incur Revolving Loans or request the issuance of Letters of Credit during the ten Business Day period referred to above Documents unless and until the Borrower has received the proceeds of such Specified Equity Contributioncured in accordance with this Section).

Equity Cure. In the event the Borrower fails to comply For purposes of determining compliance with the Financial Covenants as Covenant and the other provisions of any Test Datethe Credit Documentation affected by such compliance, any proceeds from equity issuances or cash equity contribution (or qualified preferred which equity will be in the form of common equity or other equity on terms reasonably satisfactory acceptable to the Administrative Agent) in made to Holdings by the Borrower Sponsor and/or the other Investors, and contributed by Holdings, directly or indirectly, to the common equity of the Borrower, after the beginning end of the applicable Fiscal Quarter ending on such Test Date fiscal quarter and on or prior to the day that is ten fifteen (1015) Business Days business days after the day on which financial statements are required to be delivered for such fiscal quarter (the Fiscal Quarter ended on such Test Date “Cure Period”) will, at the irrevocable election request of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the Financial Covenants as Covenant at the end of such Test Date fiscal quarter and as of any each applicable subsequent Test Date period that includes such Fiscal Quarter for purposes of determining compliance with the Financial Covenants quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided provided, that (ia) in each four consecutive fiscal quarter period there will be no more than two fiscal quarters in which a Specified Equity Contribution is made, (b) no more than two Specified Equity Contributions may be made in any four consecutive Fiscal Quarter period and only three five Specified Equity Contributions may be made during the term of this Agreementthe Credit Facilities, (iic) the amount of any Specified Equity Contribution in any period will be no greater than the amount required to cause the Borrower to be in compliance with the Financial CovenantsCovenant for such period, (iiid) all each Specified Equity Contributions will 164 148797484_8155722702_14 be disregarded Contribution shall increase Consolidated EBITDA solely for all other purposes, including the calculation purposes of Consolidated Adjusted EBITDA for all purposes other than the computing quarter-end compliance with the Financial Covenants Covenant and shall not be included for such applicable Test Period and subsequent Test Periods that include the Fiscal Quarter ending on purpose of determining the applicable Test Dateavailability or amount of any covenant baskets or carve-outs, pricing or for any other purpose, and including calculating basket levels and other items governed by reference to Consolidated Adjusted EBITDA, (ive) with respect to the Fiscal Quarter for which it is contributed to cure a breach of the Financial Covenants, any such Specified Equity Contribution shall not reduce result in any reduction of indebtedness in the outstanding Indebtedness 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 Fiscal Quarter Permitted Acquisition and sales required to obtain HSR approval), (it being understood ii) acquisitions of persons that do not become Guarantors and agreed of assets that such limitation do not become Collateral following the Closing Date shall not apply 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 subsequent Fiscal Quarters if actually applied respect of the equity interests of Holdings (or direct or indirect parent company thereof) and contributed as stock (other than disqualified stock) to repay Term Loansthe 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) the acquisition shall be non-hostile, and (v) with respect to acquisitions with a purchase price exceeding the greater of $9.9 million and 15% of Consolidated EBITDA, the Borrower shall notdeliver to the Administrative Agent, unless otherwise agreed 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 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 Required Lenders 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) 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 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 Administrative 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 the Revolving Credit Facility, be 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 any such Specified Equity Contributionbasket.

Equity Cure. In the event the Borrower fails Credit Parties fail to comply with the Financial Covenants financial covenants set forth in this Article VI as of the last day of any Test DateFiscal Quarter, any cash equity contribution to Borrower (or qualified preferred funded with proceeds of common equity issued by Holdings or other equity on terms reasonably satisfactory to the Administrative Agentissued by Holdings not constituting Disqualified Stock) in the Borrower after the beginning of the applicable Fiscal Quarter ending on such Test Date and on or prior to the day that is ten (10) Business Days days after the day on which financial statements are required to be delivered for the that Fiscal Quarter ended on such 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 covenants at the Financial Covenants as end of such Test Date Fiscal Quarter and as of any subsequent Test Date period 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 (ia) no more than two notice of Borrower’s intent to make a Specified Equity Contributions may Contribution shall be made delivered no later than the day on which financial statements are required to be delivered for the applicable Fiscal Quarter, (b) in any each consecutive four consecutive (4) Fiscal Quarter period and only three there will be at least two (2) Fiscal Quarters in which no Specified Equity Contributions may be made during the term of this AgreementContribution is made, (iic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower Credit Parties to be in compliance with the Financial Covenantscomparable financial covenants set forth in the First Lien Credit Agreement, (iiid) all Specified Equity Contributions will 164 148797484_8155722702_14 be disregarded for purposes of the calculation of EBITDA for all other purposes, including the calculation of Consolidated Adjusted EBITDA for all 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 levels, pricing and other items governed by reference to Consolidated Adjusted EBITDA, (ive) 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 respect to the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with such covenants for the Fiscal Quarter for 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 it is contributed the applicable financial statements are required to cure be delivered, neither the Administrative Agent nor any Lender shall impose a breach 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 Financial Covenants, any Specified Equity Contribution shall not reduce Credit Parties’ failure to comply with the outstanding Indebtedness financial covenant referenced in such cure notice; provided until timely receipt 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) the Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be 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 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 Notwithstanding anything to the contrary contained in Section 8, in the event the Borrower fails of any Event of Default for failure to comply with Section 7.1 at the Financial Covenants as end of any Test Datefiscal quarter or fiscal year, any cash equity contribution (or qualified preferred equity or other equity on terms reasonably satisfactory to until the Administrative Agent) in the Borrower after the beginning expiration of the applicable Fiscal Quarter ending on such Test Date and on or prior to the day that is ten tenth (1010th) Business Days Day after the day on which the financial statements and Compliance Certificate are required to be delivered for such fiscal quarter or fiscal year (the Fiscal Quarter ended on “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 Parent and contributed in cash to the common Equity Interests or other Qualified Equity Interests of the Borrowers after the end of such Test Date fiscal quarter or fiscal year will, at the irrevocable election written request of the BorrowerBorrowers, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes purpose of determining compliance with Section 7.1 at the Financial Covenants as end of such Test Date fiscal quarter or fiscal year and as of any applicable subsequent Test Date periods that includes include such Fiscal Quarter for purposes of determining compliance with the Financial Covenants fiscal quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”, and the amount of such Specified Equity Contribution, the “Cure Amount”); provided that (ia) in each four consecutive fiscal quarter period there will be a period of at least two fiscal quarters in which no Specified Equity Contribution is made, (b) no more than two Specified Equity Contributions may be made in any four consecutive Fiscal Quarter period and only three (4) Specified Equity Contributions may be made during the term of this Agreement, (iic) the amount of any Specified Equity Contribution will shall be no greater more than the amount required to cause Parent and the Borrowers to be in pro forma compliance with the financial covenant set forth in Section 7.1 for such fiscal quarter, (d) Consolidated EBITDA shall be increased by an amount equal to such Specified Equity 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 (x) calculating Consolidated EBITDA for all purposes under this Agreement other than with respect to determining compliance with Section 7.1 and (y) determining the availability or amount of any covenant baskets or carve-outs, pricing or for any other 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 the Borrower to be are in compliance with the Financial Covenants, (iii) all Specified Equity Contributions will 164 148797484_8155722702_14 be disregarded for all other purposes, including the calculation of Consolidated Adjusted EBITDA for all 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 Adjusted EBITDA, (iv) with respect to the Fiscal Quarter for which it is contributed to cure a breach financial covenant set forth in Section 7.1 as of the Financial Covenantsrelevant date of determination, any Specified Equity Contribution such failure to comply with Section 7.1 shall not reduce the outstanding Indebtedness of the Borrower for such Fiscal Quarter (it being understood and agreed be deemed to have been cured; provided that such limitation shall not apply in subsequent Fiscal Quarters if actually applied to repay Term Loans) and (v) the Borrower shall not, unless otherwise agreed by the Required Lenders under the Revolving Credit Facility, be 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 making of such Specified Equity 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 event that the 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 Borrower fails Credit Parties fail to comply with the Financial Covenants financial covenants set forth in Section 6.2 or 6.3 as of the last day of any Test DateFiscal Quarter, any cash equity contribution to the Issuer (funded with proceeds of common equity (other than Disqualified Stock) issued by Holdings or qualified preferred equity the Issuer or other equity on issued by Holdings or the Issuer having terms reasonably satisfactory acceptable to the Administrative AgentRequired Purchasers) in by Holdings or any other equity holder of the Borrower Issuer after the beginning last day of the applicable Fiscal Quarter ending on with respect to which such Test Date covenants are being tested and on or prior to the day that is ten (10) Business Days days after the day on which financial statements are required to be delivered for the such Fiscal Quarter ended on such Test Date will, at the irrevocable election of the BorrowerIssuer, be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with such covenants at the Financial Covenants as end of such Test Date Fiscal Quarter and as of any subsequent Test Date period 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 (ia) notice of the Issuer’s intent to make a Specified Contribution shall be delivered no more later than two Specified Equity Contributions may the day on which financial statements are required to be made delivered for the applicable Fiscal Quarter, (b) in any each consecutive four consecutive Fiscal Quarter period and only three there will be at least two (2) Fiscal Quarters in which no Specified Equity Contributions may be made during the term of this AgreementContribution is made, (iic) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower Credit Parties to be in compliance with the Financial Covenantsfinancial covenants in Section 6.2 and 6.3 and the financial covenants in Section 6.2 and 6.3 of the First Lien Credit Agreement, (iiid) all Specified Equity Contributions will 164 148797484_8155722702_14 be disregarded for purposes of the calculation of EBITDA for all other purposes, including the calculation of Consolidated Adjusted EBITDA for all 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 levels, pricing and other items governed by reference to Consolidated Adjusted EBITDA, (ive) 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 respect to 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 which it is contributed to cure a breach the avoidance of doubt, not the Financial Covenants, any next three Fiscal Quarters thereafter). Any Specified Equity Contribution shall not reduce (as defined in 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) the Borrower shall not, unless otherwise agreed by the Required Lenders First Lien Credit Agreement made under the Revolving First Lien Credit Facility, Agreement shall be permitted deemed 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 be a Specified Equity ContributionContribution made under this Section 6.4 in an equivalent amount.