Common use of Specified Equity Contributions Clause in Contracts

Specified Equity Contributions. For purposes of determining compliance with Section 6.10, any cash equity contribution (other than in respect of Disqualified Stock of the U.S. Borrower), including Junior Capital, made to the U.S. Borrower or Holdings, as the case may be, on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equity, be included in the calculation of EBITDA for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) in each four fiscal quarter period, there shall be a period of at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 and (c) all Specified Equity Contributions shall be disregarded for any purpose under any Loan Document other than determining compliance with Section 6.10. To the extent that a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrower, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.09. If, after the making of the Specified Equity Contribution and the recalculations of EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.10, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed cured.

Specified Equity Contributions. For purposes of determining compliance with Section 6.107.1 only (and not any other provision of this Agreement, including any such other provision that utilizes a calculation of Consolidated EBITDA), any cash equity contribution (other than in respect of Disqualified Stock Capital Stock) made by Holdings or any of the U.S. Borrower), including Junior Capital, made other direct or indirect equityholders of the Borrower to the U.S. Borrower Borrower, on or Holdings, as after the case may be, Closing Date and on or prior to the day that is 10 days Business Days after the day on which financial statements are required to be delivered for a such fiscal quarter willpursuant to Section 6.1 shall, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equity, be included in the calculation of deemed to increase, dollar for dollar, Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenant Section 7.1 at the end of such fiscal quarter and applicable subsequent periods (it being understood that each such contribution shall be effective as to such fiscal quarter for all periods in which such fiscal quarter is included) (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four fiscal quarter period, period there shall be a period of at least two three fiscal quarters in respect of which no Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 7.1, (c) no more than four Specified Equity Contributions may be made in the aggregate prior to the Tranche B Term Loan Maturity Date, (d) Specified Equity Contributions shall not be included in cash, Cash Equivalents and Permitted Liquid Investments for purposes of calculating Consolidated Total Leverage and (ce) all Specified Equity Contributions shall be disregarded for any purpose under any Loan Document this Agreement other than determining compliance with Section 6.10. To the extent that a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrower, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.097.1. If, after the making of the Specified Equity Contribution and the recalculations of Consolidated EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.107.1, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed cured.

Specified Equity Contributions. For purposes of determining compliance with Section 6.106.1 only (and not any other provision of this Agreement, including any such other provision that utilizes a calculation of Consolidated EBITDA), any cash equity contribution (other than in respect of Disqualified Stock Capital Stock) made by Holdings or any of the U.S. Borrower), including Junior Capital, made other direct or indirect equityholders of the Borrower to the U.S. Borrower Borrower, on or Holdings, as after the case may be, Closing Date and on or prior to the day that is 10 days Business Days after the day on which financial statements are required to be delivered for a such fiscal quarter willpursuant to Section 5.1 shall, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equity, be included in the calculation of deemed to increase, dollar for dollar, Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with such financial covenant Section 6.1 at the end of such fiscal quarter and applicable subsequent periods (it being understood that each such contribution shall be effective as to such fiscal quarter for all periods in which such fiscal quarter is included) (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four fiscal quarter period, period there shall be a period of at least two three fiscal quarters in respect of which no Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 6.1, (c) no more than four Specified Equity Contributions may be made in the aggregate prior to the Maturity Date, (d) Specified Equity Contributions shall not be included in cash, Cash Equivalents and Permitted Liquid Investments for purposes of calculating Consolidated Total Leverage and (ce) all Specified Equity Contributions shall be disregarded for any purpose under any Loan Document this Agreement other than determining compliance with Section 6.10. To the extent that a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrower, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.096.1. If, after the making of the Specified Equity Contribution and the recalculations of Consolidated EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.106.1, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed cured.

Specified Equity Contributions. For purposes of determining compliance with Section 6.107.1 only (and not any other provision of this Agreement, including any cash such other provision that utilizes a calculation of Consolidated EBITDA) any equity contribution (other than in respect of Disqualified Stock Capital Stock) made by Holdings or any of the U.S. Borrower), including Junior Capital, made other direct or indirect equityholders of the Borrower to the U.S. Borrower on or Holdings, as after the case may be, Closing Date and on or prior to the day that is 10 days Business Days after the day on which financial statements are required to be delivered for a such fiscal quarter willpursuant to Section 6.1 shall, at the request of the U.S. Borrower and provided that made at the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case time of Junior Capital of the U.S. Borrower) cash common equitysuch contribution, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenant covenants at the end of such fiscal quarter and applicable any subsequent periods period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that that, (a) there shall be no more than (i) two quarters in each four consecutive fiscal quarter period, there shall be a period and (ii) four quarters during the term of at least two fiscal quarters this Agreement in respect of which no a Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater more than the amount required to cause the U.S. Borrower to be in pro forma compliance with Section 6.10 and the financial covenants specified above after giving pro forma effect to the application of proceeds required by clause (d) below, (c) all Specified Equity Contributions shall be disregarded for purposes of determining any purpose under baskets with respect to the covenants contained in the applicable Loan Document, for purposes of determining pricing and for any Loan Document other than determining compliance with Section 6.10. To the extent that purpose, and may not be used to make a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital restricted payment and incurred by the U.S. Borrower, (d) the proceeds of such Indebtedness all Specified Equity Contributions will be used applied as a mandatory prepayment to prepay the Term Loans in accordance Facilities (and, solely for purposes of calculating compliance with Section 2.09the Consolidated Total Net Leverage Ratio for such fiscal quarter, such prepayment shall be deemed to have been received as of the last date of such fiscal quarter). If, after the making of the Specified Equity Contribution and the recalculations of Consolidated EBITDA and Consolidated Total Net Leverage pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.107.1, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed cured.

Specified Equity Contributions. For purposes Notwithstanding anything to the contrary contained in Section 7.02, in the event of determining compliance with Section 6.10any Financial Covenant Event of Default, any cash equity contribution (other than in respect the form of Disqualified Stock of the U.S. Borrower), including Junior Capital, common equity) made to the U.S. Borrower Parent during any Fiscal Quarter or Holdings, as the case may be, on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for a fiscal quarter willsuch Fiscal Quarter will be, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equityParent, be included in the calculation of EBITDA solely for the purposes of determining compliance with such the financial covenant covenants set forth in Section 6.14 at the end of such fiscal quarter Fiscal Quarter and applicable any subsequent periods period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDAcontribution, a “Specified Equity Contribution”)) and if, after giving effect to the foregoing calculation, the Parent and the Obligor would then be in compliance with the financial covenants set forth in Section 6.14 at the end of such Fiscal Quarter, the Obligor shall be deemed to be in compliance with the financial covenants set forth in Section 6.14 at the end of such Fiscal Quarter and such Financial Covenant Event of Default shall be deemed not to have existed or occurred; provided that (a) in each four fiscal quarter period, there shall be a no more than two Specified Equity Contributions made in any period of four consecutive Fiscal Quarters, (b) there shall be no more than five Specified Equity Contributions at least two fiscal quarters in respect of which any time prior to the Mandatory Purchase Date, (c) there shall be no more than one Specified Equity Contribution is madein any two consecutive Fiscal Quarters, (bd) the amount of any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause the U.S. Borrower Obligor to be in compliance with the financial covenants set forth in Section 6.10 6.14 and (ce) all Specified Equity Contributions shall and the use of proceeds therefrom will be disregarded for all other purposes under the Bond Documents (including for purposes of calculating the Available Equity Amount and any purpose under any Loan Document other than determining compliance with Section 6.10ratios or items calculated by reference to EBITDA). To the extent that a the proceeds of any Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrowerare used to repay Indebtedness, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.09. If, after the making of the Specified Equity Contribution and the recalculations of EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.10, the U.S. Borrower shall not be deemed to have satisfied been repaid for purposes of calculating the requirements financial covenants set forth in Section 6.14 for any period of four consecutive Fiscal Quarters of the Parent in which EBITDA shall have been increased as a result of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed curedSpecified Equity Contribution.

Specified Equity Contributions. For purposes of determining compliance with Section 6.10the financial covenants set forth above, any cash equity contribution (which shall be common equity of the Borrower or otherwise in a form reasonably acceptable to the Administrative Agent) made to the Borrower (so long as no consideration for such cash equity by Parent, the Borrower or any Restricted Subsidiary is provided other than in respect of Disqualified Stock Qualified Equity Interests) after the beginning of the U.S. Borrower), including Junior Capital, made to the U.S. Borrower or Holdings, as the case may be, relevant fiscal quarter and on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for a in respect of such fiscal quarter pursuant to Section 5.01(a) or (b) will, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equity, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such the financial covenant covenants above at the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that that, (ai) in each four fiscal quarter period, there shall be a period of at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (bii) there shall be no more than an aggregate of four Specified Equity Contributions made prior to the Term Loan Maturity Date, (iii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the U.S. Borrower to be in pro forma compliance with Section 6.10 and the financial covenants above, (civ) all Specified Equity Contributions shall be disregarded for any purpose all purposes under any Loan Document this Agreement other than determining Borrower’s compliance with Section 6.10. To the extent that financial covenants set forth above (including the calculation of the financial covenants on a Pro Forma Basis to determine the permissibility of any transaction), and (v) there shall be no reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenants above for the fiscal quarter in which such Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrower, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.09. If, after the making of the Specified Equity Contribution and the recalculations of EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.10, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed curedmade.

Specified Equity Contributions. For purposes of determining compliance with Section 6.107.1 only (and not any other provision of this Agreement, including any cash such other provision that utilizes a calculation of Consolidated EBITDA) any equity contribution (other than in respect of Disqualified Stock Capital Stock) made by Holdings or any of the U.S. Borrower), including Junior Capital, made other direct or indirect equityholders of the Borrower to the U.S. Borrower on or Holdings, as after the case may be, Closing Date and on or prior to the day that is 10 days Business Days after the day on which financial statements are required to be delivered for a such fiscal quarter willpursuant to Section 6.1 shall, at the request of the U.S. Borrower and provided that made at the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case time of Junior Capital of the U.S. Borrower) cash common equitysuch contribution, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenant covenants at the end of such fiscal quarter and applicable any subsequent periods period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that that, (a) there shall be no more than (i) two quarters in each four consecutive fiscal quarter period, there shall be a period and (ii) five quarters during the term of at least two fiscal quarters this Agreement in respect of which no a Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater more than the amount required to cause the U.S. Borrower to be in pro forma compliance with Section 6.10 and the financial covenants specified above after giving pro forma effect to the application of proceeds required by clause (d) below, (c) all Specified Equity Contributions shall be disregarded for purposes of determining any purpose under baskets with respect to the covenants contained in the applicable Loan Document, for purposes of determining pricing and for any Loan Document other than determining compliance with Section 6.10. To the extent that purpose, and may not be used to make a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital restricted payment and incurred by the U.S. Borrower, (d) the proceeds of such Indebtedness all Specified Equity Contributions will be used applied as a mandatory prepayment to prepay the Term Loans in accordance Facilities (and, solely for purposes of calculating compliance with Section 2.09the Consolidated Total Net Leverage Ratio for such fiscal quarter, such prepayment shall be deemed to have been received as of the last date of such fiscal quarter). If, after the making of the Specified Equity Contribution and the recalculations of Consolidated EBITDA and Consolidated Total Net Leverage pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.107.1, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed cured.

Specified Equity Contributions. For purposes Notwithstanding anything to the contrary contained in Section 7.02, in the event of determining compliance with Section 6.10any Financial Covenant Event of Default, any cash equity contribution (other than in respect the form of Disqualified Stock of the U.S. Borrower), including Junior Capital, common equity) made to the U.S. Borrower Parent during any Fiscal Quarter or Holdings, as the case may be, on or prior to the day that is 10 days after the day on which financial statements are required to be 101 delivered for a fiscal quarter willsuch Fiscal Quarter will be, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equityParent, be included in the calculation of EBITDA solely for the purposes of determining compliance with such the financial covenant covenants set forth in Section 6.14 at the end of such fiscal quarter Fiscal Quarter and applicable any subsequent periods period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDAcontribution, a “Specified Equity Contribution”)) and if, after giving effect to the foregoing calculation, the Parent and the Obligor would then be in compliance with the financial covenants set forth in Section 6.14 at the end of such Fiscal Quarter, the Obligor shall be deemed to be in compliance with the financial covenants set forth in Section 6.14 at the end of such Fiscal Quarter and such Financial Covenant Event of Default shall be deemed not to have existed or occurred; provided that (a) in each four fiscal quarter period, there shall be a no more than two Specified Equity Contributions made in any period of four consecutive Fiscal Quarters, (b) there shall be no more than five Specified Equity Contributions at least two fiscal quarters in respect of which any time prior to the Mandatory Purchase Date, (c) there shall be no more than one Specified Equity Contribution is madein any two consecutive Fiscal Quarters, (bd) the amount of any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause the U.S. Borrower Obligor to be in compliance with the financial covenants set forth in Section 6.10 6.14 and (ce) all Specified Equity Contributions shall and the use of proceeds therefrom will be disregarded for all other purposes under the Bond Documents (including for purposes of calculating the Available Equity Amount and any purpose under any Loan Document other than determining compliance with Section 6.10ratios or items calculated by reference to EBITDA). To the extent that a the proceeds of any Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrowerare used to repay Indebtedness, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.09. If, after the making of the Specified Equity Contribution and the recalculations of EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.10, the U.S. Borrower shall not be deemed to have satisfied been repaid for purposes of calculating the requirements financial covenants set forth in Section 6.14 for any period of four consecutive Fiscal Quarters of the Parent in which EBITDA shall have been increased as a result of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed curedSpecified Equity Contribution.

Specified Equity Contributions. For purposes Notwithstanding anything to the contrary contained in Section 7.02 (Remedies), in the event of determining compliance with Section 6.10any Event of Default arising from a breach of a Financial Covenant as of the end of any Fiscal Quarter, any cash equity contribution (in the form of common equity or other than in respect of Disqualified Stock of the U.S. Borrower), including Junior Capital, made equity on terms and conditions reasonably acceptable to the U.S. Administrative Agent) contributed to the Borrower during such Fiscal Quarter or Holdings, as the case may be, on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for a fiscal quarter willsuch Fiscal Quarter will be, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided with prior written notice to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equityAdministrative Agent, be included in the calculation of EBITDA solely for the purposes of determining compliance with such financial covenant the Financial Covenants set forth in Section 6.12 (Financial Covenants) at the end of such fiscal quarter Fiscal Quarter and applicable any subsequent periods period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDAcontribution, a “Specified Equity Contribution”)) and if, after giving effect to the foregoing calculation, the Borrower would then be in compliance with the Financial Covenants at the end of such Fiscal Quarter, compliance with the Financial Covenants at the end of such Fiscal Quarter shall be deemed to have been met and such Event of Default shall be deemed not to have existed or occurred; provided that (a) in each four fiscal quarter period, there shall be a no more than two (2) Specified Equity Contributions made in any period of at least two fiscal quarters in respect of which no Specified Equity Contribution is madefour consecutive Fiscal Quarters, (b) there shall be no more than five (5) Specified Equity Contributions at any time prior to the Tranche B Term Maturity Date, (c) the amount of any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 the Financial Covenants and (cd) all Specified Equity Contributions shall and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including for purposes of calculating any purpose under any Loan Document ratio other than determining compliance with Section 6.10the Financial Covenants or item calculated by reference to EBITDA). To the extent that a the proceeds of any Specified Equity Contribution is made with proceeds from are used to repay Indebtedness, such Indebtedness constituting Junior Capital and incurred by shall not be deemed to have been repaid for purposes of calculating the U.S. Borrower, Financial Covenants for the proceeds applicable Fiscal Quarter of the Borrower in which the Financial Covenants shall have been increased as a result of such Indebtedness will Specified Equity Contribution; provided, however, that such repayment shall be used credited in any subsequent Fiscal Quarter. Prior to prepay the Term Loans in accordance with Section 2.09. If, after the making expiration of the Specified Equity Contribution and the recalculations of EBITDA pursuant tenth (10th) Business Day subsequent to the preceding paragraphlast day of the Fiscal Quarter in respect of which such Event of Default occurred (the “Anticipated Cure Deadline”), neither any Agent nor the U.S. Borrower Lenders shall then be in compliance permitted to accelerate Loans held by them or to exercise remedies against the Collateral or under any Loan Document on the basis of a failure to comply with the requirements of the covenant set forth in Section 6.10, 6.12 (Financial Covenants) until such failure is not cured pursuant to this Section 7.04 (Specified Equity Contributions) on or prior to the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed cured.Anticipated Cure Deadline. 185

Specified Equity Contributions. For purposes of determining compliance with Section 6.107.1 only (and not any other provision of this Agreement, including any cash such other provision that utilizes a calculation of Consolidated EBITDA) any equity contribution (other than in respect of Disqualified Stock Capital Stock) made by Holdings or any of the U.S. Borrower), including Junior Capital, made other direct or indirect equityholders of the Borrower to the U.S. Borrower on or Holdings, as after the case may be, Closing Date and on or prior to the day that is 10 days Business Days after the day on which financial statements are required to be delivered for a such fiscal quarter willpursuant to Section 6.1 shall, at the request of the U.S. Borrower and provided that made at the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case time of Junior Capital of the U.S. Borrower) cash common equitysuch contribution, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenant covenants at the end of such fiscal quarter and applicable any subsequent periods period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that that, (a) there shall be no more than (i) two quarters in each four consecutive fiscal quarter period, there shall be a period and (ii) five quarters during the term of at least two fiscal quarters this Agreement in respect of which no a Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater more than the amount required to cause the U.S. Borrower to be in pro forma compliance with Section 6.10 and the financial covenants specified above after giving pro forma effect to the application of proceeds required by clause (d) below, (c) all Specified Equity Contributions shall be disregarded for purposes of determining any purpose under baskets with respect to the covenants contained in the applicable Loan Document, for purposes of determining pricing and for any Loan Document other than determining compliance with Section 6.10. To the extent that purpose, and may not be used to make a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital restricted payment and incurred by the U.S. Borrower, (d) the proceeds of such Indebtedness all Specified Equity Contributions will be used applied as a mandatory prepayment to prepay the Term Loans in accordance Facilities (and, solely for purposes of calculating compliance with Section 2.09the Con solidated Total Net Leverage Ratio for such fiscal quarter, such prepayment shall be deemed to have been received as of the last date of such fiscal quarter). If, after the making of the Specified Equity Contribution and the recalculations of Consolidated EBITDA and Consolidated Total Net Leverage pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.107.1, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed cured.

Specified Equity Contributions. For purposes Notwithstanding anything to the contrary contained in Section 7.02, in the event of determining compliance with Section 6.10any Event of Default arising from a breach of a Financial Covenant as of the end of any Fiscal Quarter, any cash equity contribution (in the form of common equity or other than in respect of Disqualified Stock of the U.S. Borrower), including Junior Capital, made equity on terms and conditions reasonably acceptable to the U.S. Administrative Agent) contributed to the Borrower during such Fiscal Quarter or Holdings, as the case may be, on or prior to the day that is 10 days ten (10) Business Days after the day on which financial statements are required to be delivered for a fiscal quarter willsuch Fiscal Quarter will be, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided with prior written notice to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equityAdministrative Agent, be included in the calculation of EBITDA solely for the purposes of determining compliance with such financial covenant the Financial Covenants set forth in Section 6.12 at the end of such fiscal quarter Fiscal Quarter and applicable any subsequent periods period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDAcontribution, a “Specified Equity Contribution”)) and if, after giving effect to the foregoing calculation, the Borrower would then be in compliance with the Financial Covenants at the end of such Fiscal Quarter, compliance with the Financial Covenants at the end of such Fiscal Quarter shall be deemed to have been met and such Event of Default shall be deemed not to have existed or occurred; provided that (a) in each four fiscal quarter period, there shall be a no more than two (2) Specified Equity Contributions made in any period of at least two fiscal quarters in respect of which no Specified Equity Contribution is madefour consecutive Fiscal Quarters, (b) there shall be no more than five (5) Specified Equity Contributions at any time prior to the Tranche B Term Maturity Date, (c) the amount of any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 the Financial Covenants and (cd) all Specified Equity Contributions shall and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including for purposes of calculating any purpose under any Loan Document ratio other than determining compliance with Section 6.10the Financial Covenants or item calculated by reference to EBITDA). To the extent that a the proceeds of any Specified Equity Contribution is made with proceeds from are used to repay Indebtedness, such Indebtedness constituting Junior Capital and incurred by shall not be deemed to have been repaid for purposes of calculating the U.S. Borrower, Financial Covenants for the proceeds applicable Fiscal Quarter of the Borrower in which the Financial Covenants shall have been increased as a result of such Indebtedness will Specified Equity Contribution; provided, however, that such repayment shall be used credited in any subsequent Fiscal Quarter. Prior to prepay the Term Loans in accordance with Section 2.09. If, after the making expiration of the Specified Equity Contribution and the recalculations of EBITDA pursuant tenth (10th) Business Day subsequent to the preceding paragraphlast day of the Fiscal Quarter in respect of which such Event of Default occurred (the “Anticipated Cure Deadline”), neither any Agent nor the U.S. Borrower Lenders shall then be in compliance permitted to accelerate Loans held by them or to exercise remedies against the Collateral or under any Loan Document on the basis of a failure to comply with the requirements of the covenant set forth in Section 6.10, 6.12 until such failure is not cured pursuant to this Section 7.04 on or prior to the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed curedAnticipated Cure Deadline.

Specified Equity Contributions. For purposes of determining compliance with Section 6.10, any cash equity contribution (other than in respect of Disqualified Stock of the U.S. Borrower), including Junior Capital, made to the U.S. Borrower or Holdings, as the case may be, on or prior to the day that is 10 20 days after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equity, be included in the calculation of EBITDA for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) in each four fiscal quarter period, there shall be a period of at least two one fiscal quarters quarter in respect of which no Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 and (c) all Specified Equity Contributions shall be disregarded for any purpose under any Loan Document other than determining compliance with Section 6.10. To the extent that a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrower, the proceeds of such Indebtedness will be used to prepay the Senior Tranche Obligations and the Term Loans in accordance with Section 2.09. If, after the making of the Specified Equity Contribution and the recalculations of EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.10, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed cured.

Specified Equity Contributions. For purposes of determining compliance with Section 6.107.16 only (and not any other provision of this Agreement, including any such other provision that utilizes a calculation of Consolidated EBITDA) any cash common equity or other equity contribution on terms and conditions reasonably acceptable to the Administrative Agent (other than in respect of Disqualified Stock Debt Equivalents) made by OH Holdings or any of the U.S. Borrower), including Junior Capital, made other direct or indirect equityholders of the Borrower to the U.S. Borrower or Holdings, as beginning with the case may be, first full fiscal quarter after the Closing Date and on or prior to the day that is 10 days Business Days after the day on which financial statements are required to be delivered for a such fiscal quarter willpursuant to Section 6.01 shall, at the request of the U.S. Borrower and provided that made at the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case time of Junior Capital of the U.S. Borrower) cash common equitysuch contribution, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenant covenants at the end of such fiscal quarter and applicable any subsequent periods period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that that, (ai) in each four fiscal quarter period, there shall will be a period of at least two consecutive fiscal quarters in respect of which no Specified Equity Contribution is made; (ii) no Specified Equity Contribution will be made (1) more than twice during any period of four consecutive fiscal quarters, (b2) more than four times during the term of this Agreement or (3) in consecutive fiscal quarters; (iii) the amount of any Specified Equity Contribution shall may be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 the financial covenants for such fiscal quarter (it being understood that OH Holdings and any other direct or indirect equity-holders of the Borrower shall not be prohibited from making direct or indirect equity contributions to the Borrower in excess of such amount, but such excess amount shall not constitute a Specified Equity Contribution); (civ) all Specified Equity Contributions shall will be disregarded for purposes of determining any purpose under baskets with respect to the covenants contained in this Agreement, for purposes of determining pricing and for any Loan Document other than purpose, and may not be used to make a restricted payment; and (v) there shall be no pro forma reduction in Debt with the proceeds of any Specified Equity Contribution for determining compliance with Section 6.10. To the extent that a financial covenants for the relevant fiscal quarter (other than with respect to any portion of such Specified Equity Contribution that is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrower, the proceeds of such Indebtedness will be used to prepay the Term Loans or to prepay Revolving Loans (but in accordance with Section 2.09the case of prepayments of the Revolving Loans, only to the extent accompanied by permanent reductions in Revolving Commitments)). If, after the making of the Specified Equity Contribution and the recalculations of Consolidated EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.107.16, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed curedcured for all purposes of each Finance Document.

Specified Equity Contributions. For purposes of determining compliance with Section 6.10, any cash equity contribution (other than in respect of Disqualified Stock of the U.S. Borrower), including Junior Capital, made to the U.S. Borrower or Holdings, as the case may be, on or prior to the day that is 10 20 days after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equity, be included in the calculation of EBITDA for the purposes of determining compliance with such financial covenant at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) in each four fiscal quarter period, there shall be a period of at least two one fiscal quarters quarter in respect of which no Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 and (c) all Specified Equity Contributions shall be disregarded for any purpose under any Loan Document other than determining compliance with Section 6.10. To the extent that a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrower, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.09. If, after the making of the Specified Equity Contribution and the recalculations of EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.10, the U.S. Borrower shall be deemed to have satisfied the requirements of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed cured.

Specified Equity Contributions. For (a) Solely for purposes of determining compliance with Section 6.10the financial covenants in Sections 6.07(a) and 6.07(b), any cash equity contribution (other than in respect of Disqualified Stock after the last day of the U.S. Borrower), including Junior Capital, made to the U.S. Borrower or Holdings, as the case may be, applicable fiscal quarter and on or prior to the day that is 10 days ten Business Days after the day on which financial statements Section 5.04 Financials are required to be delivered for the applicable fiscal period (the “Equity Cure Period”), the Borrower may issue common Equity Interests for cash to a Person other than a Company on or prior to the expiration of the Equity Cure Period for such fiscal quarter quarter, and such cash will, at if so designated by the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equity, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with such financial covenant covenants set forth in Sections 6.07(a) and 6.07(b) at the end of such fiscal quarter and applicable the subsequent periods three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ai) in each four fiscal quarter period, there shall be a no more than four Specified Equity Contributions made during the term of this Agreement, (ii) no Specified Equity Contribution may be made for any four-fiscal-quarter period of for which there shall not be at least two three fiscal quarters in respect of which no Specified Equity Contribution is made, (biii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 the financial covenants set forth in Sections 6.07(a) and 6.07(b), (civ) all Specified Equity Contributions shall be disregarded for all other purposes of this Agreement, including without limitation determining the Applicable Margin, Cumulative Retained Equity Amount, Available Amount and any purpose baskets with respect to the covenants contained in this Article VI, and in connection with any repayment or prepayment of Loans with the proceeds from any Specified Equity Contribution for purposes of calculating any leverage ratios under any Loan Document other than determining compliance with Section 6.10. To this Agreement) and (v) for purposes of calculating the extent that Secured Leverage Ratio at the end of the fiscal quarter for which a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrowerwas made, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.09. If, after the making of the Specified Equity Contribution and the recalculations use of EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.10, the U.S. Borrower proceeds thereof shall be deemed to have satisfied the requirements disregarded (except for purposes of such covenant determining Consolidated EBITDA as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed curedherein above set forth in this Section 6.08(a)).

Specified Equity Contributions. For (a) Solely for purposes of determining compliance with Section 6.10the financial covenants in Sections 6.07(a) and 6.07(b), any cash equity contribution (other than in respect of Disqualified Stock after the last day of the U.S. Borrower), including Junior Capital, made to the U.S. Borrower or Holdings, as the case may be, applicable fiscal quarter and on or prior to the day that is 10 days ten Business Days after the day on which financial statements Section 5.04 Financials are required to be delivered for the applicable fiscal period (the “Equity Cure Period”), the Borrower may issue common Equity Interests for cash to a Person other than a Company on or prior to the expiration of the Equity Cure Period for such fiscal quarter quarter, and such cash will, at if so designated by the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equity, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with such financial covenant covenants set forth in Sections 6.07(a) and 6.07(b) at the end of such fiscal quarter and applicable the subsequent periods three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ai) in each four fiscal quarter period, there shall be a no more than four Specified Equity Contributions made during the term of this Agreement, (ii) no Specified Equity Contribution may be made for any four-fiscal-quarter period of for which there shall not be at least two three fiscal quarters in respect of which no Specified Equity Contribution is made, (biii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the U.S. Borrower to be in compliance with Section 6.10 the financial covenants set forth in Sections 6.07(a) and 6.07(b), (civ) all Specified Equity Contributions shall be disregarded for all other purposes of this Agreement, including without limitation determining the Applicable Margin, Cumulative Retained Equity Amount, Available Amount and any purpose baskets with respect to the covenants contained in this Article VI, and in connection with any repayment or prepayment of Term Loans with the proceeds from any Specified Equity Contribution for purposes of calculating any leverage ratios under any Loan Document other than determining compliance with Section 6.10. To this Agreement) and (v) for purposes of calculating the extent that Secured Leverage Ratio at the end of the fiscal quarter for which a Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrowerwas made, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.09. If, after the making of the Specified Equity Contribution and the recalculations use of EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.10, the U.S. Borrower proceeds thereof shall be deemed to have satisfied the requirements disregarded (except for purposes of such covenant determining Consolidated EBITDA as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed curedherein above set forth in this Section 6.08(a)).

Specified Equity Contributions. For purposes Notwithstanding anything to the contrary contained in Section 7.02, in the event of determining compliance with Section 6.10any Financial Covenant Event of Default, any cash equity contribution (other than in respect the form of Disqualified Stock of the U.S. Borrower), including Junior Capital, common equity) made to the U.S. Borrower Parent during any Fiscal Quarter or Holdings, as the case may be, on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for a fiscal quarter willsuch Fiscal Quarter will be, at the request of the U.S. Borrower and provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as (other than in the case of Junior Capital of the U.S. Borrower) cash common equityParent, be included in the calculation of EBITDA solely for the purposes of determining compliance with such the financial covenant set forth in Section 6.14 at the end of such fiscal quarter Fiscal Quarter and applicable any subsequent periods period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDAcontribution, a “Specified Equity Contribution”)) and if, after giving effect to the foregoing calculation, the Parent and the Borrower would then be in compliance with the financial covenant set forth in Section 6.14 at the end of such Fiscal Quarter, the Borrower shall be deemed to be in compliance with the financial covenant set forth in Section 6.14 at the end of such Fiscal Quarter and such Financial Covenant Event of Default shall be deemed not to have existed or occurred; provided that (a) in each four fiscal quarter period, there shall be a no more than two Specified Equity Contributions made in any period of four consecutive Fiscal Quarters, (b) there shall be no more than five Specified Equity Contributions at least two fiscal quarters in respect of which any time prior to the Revolving Maturity Date, (c) there shall be no more than one Specified Equity Contribution is madein any two consecutive Fiscal Quarters, (bd) the amount of any Specified Equity Contribution shall and the use of proceeds therefrom will be no greater than the amount required to cause the U.S. Borrower to be in compliance with the financial covenant set forth in Section 6.10 6.14 and (ce) all Specified Equity Contributions shall and the use of proceeds therefrom will be disregarded for all other purposes under the Loan Documents (including for purposes of calculating the Available Equity Amount and any purpose under any Loan Document other than determining compliance with Section 6.10ratios or items calculated by reference to EBITDA). To the extent that a the proceeds of any Specified Equity Contribution is made with proceeds from Indebtedness constituting Junior Capital and incurred by the U.S. Borrowerare used to repay Indebtedness, the proceeds of such Indebtedness will be used to prepay the Term Loans in accordance with Section 2.09. If, after the making of the Specified Equity Contribution and the recalculations of EBITDA pursuant to the preceding paragraph, the U.S. Borrower shall then be in compliance with the requirements of Section 6.10, the U.S. Borrower shall not be deemed to have satisfied been repaid for purposes of calculating the requirements financial covenant set forth in Section 6.14 for any period of four consecutive Fiscal Quarters of the Parent in which EBITDA shall have been increased as a result of such covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Event of Default that had occurred shall be deemed curedSpecified Equity Contribution.