Extract to table

Following discussion, Brindoval agreed to set the EBITDA add-back cap at 25% of LTM Adjusted EBITDA, subject to the following conditions: (a) All add-backs included within the 25% cap must be factually supportable and reasonably expected to be realized within 18 months of the relevant calculation date

For the avoidance of doubt, any license or contract as to which the anti-assignment provision is overridden by applicable law shall be included in the collateral

DACAs in form and substance reasonably satisfactory to the Administrative Agent shall be delivered for all material deposit accounts of the borrower and each domestic subsidiary guarantor within 60 days following the closing date

Filings with the United States Patent and Trademark Office ("USPTO") to perfect the security interest in registered patents and trademarks shall be completed at or promptly following closing (and in any event within 30 days of the closing date)

Copyright Office, if applicable, shall be completed within 60 days of the closing date

This memorandum shall not be distributed outside the firm or to the client without the prior written approval of the responsible partner (Philip Hartmann)