any two (2) of # if HMS Adviser LP, a Texas limited partnership, is Adviser, Sherri Schugart, Janice Walker, David Covington, Jeff Folkerts or Alejandro Palomo and # if MSC Adviser I, LLC, a Delaware limited liability company, is Adviser, Dwayne Hyzak, David Magdol, Jesse Morris, Jason Beauvais or Brent Smith, shall cease to be involved in the daily operations of the Borrower, unless any such person shall have been replaced with an individual, reasonably satisfactory to the Administrative Agent, not more than ninety (90) days after such person shall have ceased such involvement; or

SECTION #Adviser Information Reports.‌8696

“Internal Control Event” means a material weakness in, or fraud that involves management of the Borrower, Adviser or Sub-Adviser, which fraud has a material effect on the Borrower’s internal controls over public reporting.

Protective Covenants. In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”):

Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord's expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

Specific Covenants. The Borrower or the Parent (or, if applicable, any Borrower Party) fails to perform or observe any term, covenant or agreement contained in any of [Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12]2]2]2]2]2]2] or [Article VII]; or

Financial Covenants. The [[Organization A:Organization]] will not permit # the Interest Coverage Ratio as of the last day of any fiscal quarter of the [[Organization A:Organization]] to be less than 4.00:1.00 or # the Leverage Ratio as of the last day of any fiscal quarter of the [[Organization A:Organization]] following the Closing Date to be greater than # 5.75:1.00 from the Closing Date until and including March 31, 2019, and # 5.25:1.00 thereafter.

Negative Covenants. The following sections in the Loan Agreement shall be amended as follows:

AFFIRMATIVE COVENANTS. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each Loan Party shall, and shall (except in the case of the covenants set forth in [Sections 6.01, 6.02, 6.03 and 6.11]) cause each Consolidated Entity to:

Specific Covenants. The [[Consolidated Parties:Organization]] or the [[Consolidated Parties:Organization]] (or, if applicable, any [[Consolidated Parties:Organization]] Party) fails to perform or observe any term, covenant or agreement contained in any of [Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12]2]2] or Article VII; or