Additional Issuances. Except as expressly provided herein, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable.

Debt Issuances. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (iv) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any incurrence of Indebtedness by the Borrower or any of its Subsidiaries not otherwise permitted pursuant to [Section 9.3]. Such prepayment shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such incurrence of Indebtedness.

Degressive Issuances. Subject to Section 5(f), if, on or after the Initial Issue Date, the Parent or any of its Subsidiaries issues or otherwise sells any shares of Common Stock, Partnership Units or any Equity-Linked Securities, in each case at an Effective Price per share of Common Stock or Partnership Unit, as applicable, that is less than the Strike Price in effect (before giving effect to the adjustment required by this [Section 5(e)(i)(6)]) as of the date of the issuance or sale of such shares, units or Equity-Linked Securities (such an issuance or sale, a “Degressive Issuance”), then, effective as of the Close of Business on such date, the Strike Price will be decreased to an amount equal to the Weighted Average Issuance Price. For these purposes, the “Weighted Average Issuance Price” will be equal to:

Excluded Issuances. The rights of the Investors under this Article III shall not apply to:

Excluded Issuances. [Section 3.2(d)] of the Rights Agreement is hereby replaced in its entirety to read as follows:

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request an LC Issuance at any time and from time to time to issue, for the account of the Borrower or any Subsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and the Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, # the LC Outstandings would exceed the LC Commitment Amount, # the Revolving Facility Exposure of any Lender would exceed such Lender’s Revolving Commitment, # the sum of # the Aggregate Revolving Facility Exposure and # the outstanding principal amount of Swing Loans, would exceed the Total Revolving Commitment, # the Borrower would be required to prepay Loans or cash collateralize Letters of Credit pursuant to [Section 2.13(b) or (v)])] any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has entered into arrangements satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such LC Issuer’s actual or potential risk with respect to such Lender’s LC Participation. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of # one year from the date of issuance thereof, or # 30 Business Days prior to the Revolving Facility Termination Date. Letters of Credit listed on [Schedule 2.05] issued under the Existing Credit Agreement shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder on the Closing Date.

Section # Issuances of Additional Partnership Interests.

Issuances of Shares. The Company shall provide a Participant with one Share for each Deferred Share Unit in five substantially equal annual installments that are issued before the last day of each of the five calendar years that end after the date on which the Participant’s Continuous Service terminates, unless:

Prohibition on Future HoldCo Issuances. Except as set forth in Section 5.8 or in the text of the Articles of Amendment to Buyer's Articles of Incorporation annexed hereto as Exhibit A (but without giving effect to any subsequent amendment of the Articles), subsequent to the Share Exchange and prior to the Exchange Date defined in Section 5.9(c), HoldCo shall not issue, and Buyer shall not require the issuance of, any shares of HoldCo capital stock.During the same period, the Company shall not issue, nor shall Buyer require the issuance of, any shares of Company capital stock, except that Company may issue up to two percent (2%) in aggregate of its outstanding shares (or options for same) to employees of the Company or consultants thereto (excluding officers or directors or 5% shareholders of the Company or HoldCo) as an incentive for services.

Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the issuance but prior to the expiration of this Warrant subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend with respect to any shares of its Common Stock, the number of Conversion Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Conversion Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 5(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.