Common use of Additional Undertakings Clause in Contracts

Additional Undertakings. (a) The Borrower will not enter into any transaction that would result in the Borrower making any cash payment during the period commencing on the Waiver Effective Date and ending on September 30, 2022 in connection with (i) the repurchase, retirement or other acquisition or retirement for value by the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 shall not limit the Borrower’s ability to make any Permitted Restricted Payment. (b) The Borrower will not enter into any transaction that would result in the Borrower or any of its Subsidiaries not being able to grant the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) hereof. (c) The Borrower will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment (as defined in the Secured Indenture or the Unsecured Indenture) during the period commencing on the Waiver Effective Date and ending on September 30, 2022 that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) or clause (c) of the definition of “Permitted Investments” (as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained therein. (d) If at any time during the period commencing on the First Waiver Extension Date and ending on September 30, 2022 the Borrower or any of its Subsidiaries has Available Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement pursuant to this clause (d) shall be accompanied by a corresponding permanent reduction in the related revolving credit commitments. (j) Section 11.21 of the Existing Agreement shall be amended and restated in its entirety as follows:

Additional Undertakings. (a) The Borrower will not enter into any transaction that would result in the Borrower making any cash payment during the period commencing on the Waiver Effective Date and ending on September 30, 2022 in connection with (i) the repurchase, retirement or other acquisition or retirement for value by the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 shall not limit the Borrower’s 's ability to make any Permitted Restricted Payment. (b) The Borrower will not enter into any transaction that would result in the Borrower or any of its Subsidiaries not being able to grant the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) hereof. (c) The Borrower will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment (as defined in the Secured Indenture or the Unsecured Indenture) during the period commencing on the Waiver Effective Date and ending on September 30, 2022 that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) or clause (c) of the definition of “"Permitted Investments” " (as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained therein. (d) If at any time during the period commencing on the First Waiver Extension Date and ending on September 30, 2022 the Borrower or any of its Subsidiaries has Available Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such 5153 WEIL:\98779117\5\64945.0060WEIL:\98789202\5\64945.0060 2216363.01 NYCSR03A - MSW Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement pursuant to this clause (d) shall be accompanied by a corresponding permanent reduction in the related revolving credit commitments. (j) Section 11.21 of the Existing Agreement shall be amended and restated in its entirety as follows:

Additional Undertakings. ITG Realignment (a) The Borrower will not enter into any transaction Parent shall procure that would result in the Borrower making any cash payment during ITG Realignment is completed (the period commencing date on which such completion occurs being the Waiver Effective Date and ending “Completion Date”) on September 30, 2022 in connection with terms satisfactory to all the Lenders before 14 January 2008 (i) or such later date as the repurchase, retirement or other acquisition or retirement for value by the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 shall not limit the Borrower’s ability to make any Permitted Restricted PaymentMajority Lenders may agree). (b) The Borrower will For the avoidance of doubt, it is hereby agreed that it shall be an Event of Default if the ITG Realignment does not enter into any transaction that would result occur by the date referred to in paragraph 5(a) above (whether or not the Borrower or any of its Subsidiaries not being able Lenders withhold their consent to grant the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) hereofITG Realignment). (c) The Borrower will notIf Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments have consented to the ITG Realignment, the Parent shall have the right but not the obligation to replace, by notice to the Agent(s) and the relevant Lender, a Lender that has not so consented (the “Non-Consenting Lender”) by requiring (and such Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) of the Credit Agreement all (and not part only) of its rights and obligations under the Credit Agreement to another Lender, bank, financial institution, trust fund or other entity (other than a member of the BST Group) (a “Replacement Lender”) selected by the Parent, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment which is acceptable to (as defined in the Secured Indenture or case of any transfer of a Revolving Facility Commitment), the Unsecured Indenture) during Is suing Bank, which confirms its willingness to assume and does assume all the period commencing obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the Waiver Effective Date and ending on September 30, 2022 that is not permitted by same basis as the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are transferring Lender) for a purchase price in effect cash payable at the time of transfer equal to the making outstanding principal amount of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined Lender’s participation in the Secured Indenture or outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable to it under the Unsecured Indenture) pursuant to clause (a) or clause (c) of the definition of “Permitted Investments” (as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained thereinFinance Documents. (d) If at The replacement of a Lender pursuant to paragraph 5(c) shall be subject to the following conditions: (i) the Parent shall have no right to replace an Agent or the Security Agent; (ii) neither Agent nor the Lenders shall have any time during obligation to the period commencing on Parent to find a Replacement Lender; (iii) in the First Waiver Extension Date event of a replacement of a Non-Consenting Lender such replacement must take place no later than ten days after the date the Non-Consenting Lender notifies the Parent and ending on September 30the Agent of its failure or refusal to agree to any consent, 2022 waiver or amendment in respect of the Borrower ITG Realignment; (iv) in no event shall the Lender replaced under this paragraph 5 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and if such participation is transferred to a member of the ITG Group, XX Xxxx & Co. LLC or any of its Subsidiaries has Available ProceedsAffiliates, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all its (or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement pursuant to this clause (dtheir) Commitment and/or participation shall be accompanied by a corresponding permanent reduction in excluded for the related revolving credit commitmentspurpose of determining whether the required proportion of Lenders have consented to any matter. (j) Section 11.21 of the Existing Agreement shall be amended and restated in its entirety as follows:

Additional Undertakings. (a) The Borrower will not enter into any transaction that would result in the Borrower making any cash payment during the period commencing on the Waiver Effective Date and ending on September 30, 2022 in connection with (i) the repurchase, retirement or other acquisition or retirement for value by the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 shall not limit the Borrower’s 's ability to make any Permitted Restricted Payment. (b) The Borrower will not enter into any transaction that would result in the Borrower or any of its Subsidiaries not being able to grant the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) hereof. (c) The Borrower will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment (as defined in the Secured Indenture or the Unsecured Indenture) during the period commencing on the Waiver Effective Date and ending on September 30, 2022 that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) or clause (c) of the definition of “"Permitted Investments” " (as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained therein. (d) If at any time during the period commencing on the First Waiver Extension Date and ending on September 30, 2022 the Borrower or any of its Subsidiaries has Available Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement WEIL:\98779116\4\64945.0060 pursuant to this clause (d) shall be accompanied by a corresponding permanent reduction in the related revolving credit commitments. (j) Section 11.21 of the Existing Agreement shall be amended and restated in its entirety as follows:

Additional Undertakings. Notwithstanding anything to the contrary in the Amended Credit Agreement, each Borrower covenants and agrees with each Revolving Credit Lender that, on and after the Amendment No. 4 Effective Date, so long as the Amended Credit Agreement remains in effect and until the Revolving Credit Commitments have been terminated, the Aggregate Revolving Credit Exposure has been reduced to zero and all Fees and other expenses or amounts payable under any Loan Document to or for the benefit of the Administrative Agent or any Revolving Credit Lender, Swingline Lender or Issuing Bank shall have been paid in full (other than contingent indemnification obligations not then due and payable), unless the Required Revolving Credit Lenders shall otherwise consent in writing: (a) The Borrower In the case of Terex, during the Waiver Period, Terex will not enter into any transaction that would result in the Borrower making any cash payment during the period commencing permit Available Liquidity to be less than (i) on the Waiver Effective Date and ending on June 30, 2020 or September 30, 2022 in connection with (i) the repurchase2020, retirement or other acquisition or retirement for value by the Borrower of its capital stock or $100,000,000, and (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 shall not limit the Borrower’s ability to make any Permitted Restricted Paymenton December 31, 2020, $150,000,000. (b) The Borrower In the case of Terex, during the Waiver Period or the Reinstatement Period, Terex will not enter into declare or pay, directly or indirectly, any transaction that would result dividend or make any other distribution (by reduction of capital or otherwise), whether in the Borrower cash, property, securities or a combination thereof, with respect to any of its Subsidiaries not being able to grant the guarantees required Equity Interests or directly or indirectly redeem, purchase, retire or otherwise acquire for value any of its Equity Interests or set aside any amount for any such purpose, including pursuant to Section 6.2.11(b6.06 of the Amended Credit Agreement; provided, however, that (i) during the Waiver Period and the Reinstatement Period, Terex may pay dividends with respect to its Equity Interests solely in additional shares of its Equity Interests, (ii) during the Waiver Period and the Reinstatement Period, Terex may repurchase Equity Interests (x) in accordance with Section 6.04(i) of the Amended Credit Agreement and (y) with the net proceeds of a substantially concurrent issuance of Qualified Equity Interests and (iii) during the Reinstatement Period, if, after giving effect to the payment of such dividend or 6.2.11(cmaking of such distribution, the pro forma Available Liquidity of Terex and its Restricted Subsidiaries is not less than $300,000,000, Terex may do any of the foregoing to the extent otherwise permitted by Section 6.06(a) hereofof the Amended Credit Agreement. (c) The Such Borrower will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, make any Restricted Investment : (as defined in the Secured Indenture or the Unsecured Indenturei) during the period commencing on the Waiver Effective Date and ending on September 30, 2022 that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined in the Secured Indenture Period or the Unsecured Indenture) Reinstatement Period, request Incremental Commitments pursuant to clause (a) or clause (cSection 2.27(a)(x) of the definition Amended Credit Agreement in an aggregate amount that, together with all Incremental Commitments previously established under such Section 2.27(a)(x), would exceed $150,000,000; or (ii) (A) during the Waiver Period, borrow any Incremental Term Loans pursuant to Section 2.27 of “Permitted Investments” the Amended Credit Agreement or (as set forth B) during the Reinstatement Period, borrow any Incremental Term Loans pursuant to Section 2.27(a)(x) of the Amended Credit Agreement, in each case, unless such Incremental Term Loans are either unsecured or secured by liens junior to the Secured Indenture or Liens securing the Unsecured Indenture) without giving effect Obligations pursuant to any proviso contained thereinan intercreditor agreement reasonably satisfactory to the Administrative Agent. (d) If at any time In the case of Terex, during the period commencing Waiver Period, Terex will furnish to the Administrative Agent for distribution by the Administrative Agent to each Consenting Revolving Credit Lender (i) within 30 days after the end of each of the first two months of each fiscal quarter, the financial information provided on the First Waiver Extension Date and ending on September 30Exhibit A hereto, 2022 the Borrower or any all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of Terex and its consolidated Subsidiaries has Available Proceedson a consolidated basis in accordance with GAAP consistently applied and (ii) on or prior to the seventh Business Day of each month, a report in a form reasonably satisfactory to the Administrative Agent detailing the Consolidated Cash Balance as of the last Business Day of the immediately preceding month certified by a Financial Officer of Terex. (e) In the case of Terex, if on any Business Day during the Waiver Period (i) the sum of the Aggregate Revolving Credit Exposure and the Aggregate Contract Loan Exposure is greater than $180,000,000 and (ii) the Consolidated Cash Balance exceeds the Consolidated Cash Balance Limit, then the Borrower Terex shall, within fifteen five Business Days Days, cause the applicable Borrower to prepay outstanding Swingline Loans and Revolving Loans (as determined by Terex) in an aggregate principal amount equal to the lesser of (i) an amount sufficient to eliminate such excess and (ii) the aggregate amount of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement then outstanding Swingline Loans and Revolving Loans. Each prepayment pursuant to this clause (dSection 4(e) shall be accompanied by a corresponding permanent reduction in accrued and unpaid interest on the related revolving credit commitmentsamount prepaid to the date of such prepayment, and shall be without premium or penalty but otherwise subject to the requirements of Section 2.16 of the Amended Credit Agreement. (jf) Section 11.21 Such Borrower will not, during the Waiver Period, request any Borrowing of any Swingline Loans, Contract Loans or Revolving Loans if, after giving effect to such Borrowing and the application of the Existing proceeds thereof, (i) the sum of the Aggregate Revolving Credit Exposure and the Aggregate Contract Loan Exposure would exceed $180,000,000 and (ii) the pro forma Consolidated Cash Balance would exceed the Consolidated Cash Balance Limit. Each Borrowing during the Waiver Period shall be deemed to constitute a representation and warranty by Terex and the applicable Borrower on the date of such Borrowing as to the matters specified in this Section 4(f). For the avoidance of doubt, following the earlier of (i) January 1, 2022 and (ii) the delivery of a Covenant Reversion Notice, the provisions of this Section 4 shall cease to apply and the provisions in the Amended Credit Agreement shall be amended and restated in its entirety as follows:govern without regard to this Section 4.

Additional Undertakings. (a) The Borrower will not enter into any transaction that would result in the Borrower making any cash payment during the period commencing on the Waiver Effective Date and ending on September 30, 2022 in connection with (i) the repurchase, retirement or other acquisition or retirement for value by the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 6.2.10 shall not limit the Borrower’’s ability to make any Permitted Restricted Payment. (b) The Borrower will not enter into any transaction that would result in the Borrower or any of its Subsidiaries not being able to grant the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) 6.2.11(b) or 6.2.11(c) hereof. (c) The Borrower will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment (as defined in the Secured Indenture or the Unsecured Indenture) during the period commencing on the Waiver Effective Date and ending on September 30, 2022 that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) or clause (c) of the definition of ““Permitted Investments”” (as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained therein. (d) If at any time during the period commencing on the First Waiver Extension Date and ending on September 30, 2022 the Borrower or any of its Subsidiaries has Available Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement pursuant to this clause (d) shall be accompanied by a corresponding permanent reduction in the related revolving credit commitments. (j) Section 11.21 of the Existing Agreement shall be amended and restated in its entirety as follows:

Additional Undertakings. (a) The Borrower will not enter into any transaction that would result in the Borrower making any cash payment during the period commencing on the Waiver Effective Date and ending on September 30, 2022 in connection with (i) the repurchase, retirement or other acquisition or retirement for value by the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 6.2.10 shall not limit the Borrower’s ability to make any Permitted Restricted Payment. (b) The Borrower will not enter into any transaction that would result in the Borrower or any of its Subsidiaries not being able to grant the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) 6.2.11(b) or 6.2.11(c) hereof. (c) The Borrower will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment (as defined in the Secured Indenture or the Unsecured Indenture) during the period commencing on the Waiver Effective Date and ending on September 30, 2022 that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) or clause (c) of the definition of “Permitted Investments” (as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained therein. (d) If at any time during the period commencing on the First Waiver Extension Date and ending on September 30, 2022 the Borrower or any of its Subsidiaries has Available Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement pursuant to this clause (d) (d) shall be accompanied by a corresponding permanent reduction in the related revolving credit commitments. (j) Section 11.21 of the Existing Agreement shall be amended and restated in its entirety as follows:

Additional Undertakings. Each of Parent and the Borrower covenants and agrees with each Consenting Lender that, so long as the Credit Agreement remains in effect and until (a) The Borrower will not enter into the Revolving Credit Commitments have been terminated, (b) the principal of and interest on each Revolving Loan made in respect of the Revolving Credit Commitments has been paid in full, (c) all fees and all other expenses or amounts payable under any transaction that would result Loan Document in respect of the foregoing have been paid in full and (d) all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to the Issuing Banks and the Administrative Agent have been made with respect thereto, unless the Required Covenant Lenders shall otherwise consent in writing, notwithstanding anything in the Borrower making Credit Agreement or any cash payment during other Loan Document to the period commencing on the Waiver Effective Date and ending on September 30contrary, 2022 in connection with (i) the repurchase, retirement or other acquisition or retirement for value by neither Parent nor the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 shall not limit the Borrower’s ability to make any Permitted Restricted Payment. (b) The Borrower will, nor will not enter into any transaction that would result in the Borrower or any of its Subsidiaries not being able to grant the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) hereof. (c) The Borrower will not, and will not they cause or permit any of its the Subsidiaries to, directly or indirectlyon any date on and after the Amendment No. 1 Effective Date, make any Restricted Investment Payment pursuant to Section 6.06(a)(v) of the Credit Agreement in an aggregate amount from and after the Third Restatement Effective Date in excess of $100,000,000 less the amount of payments made from and after the Third Restatement Effective Date pursuant to Section 6.09(b)(i) of the Credit Agreement and (as defined ii) in the Secured Indenture or case of Parent, furnish to the Unsecured Indenture) during Administrative Agent prompt notice of any change in the period commencing on information provided in the Waiver Effective Date and ending on September 30, 2022 that is not permitted Beneficial Ownership Certification as required by the Secured Indenture and Beneficial Ownership Regulation that would result in a change to such Beneficial Ownership Certification. The provisions of this Section 7 of this Amendment are solely for the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time benefit of the making Revolving Credit Lenders and a majority in interest of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary Revolving Credit Lenders may make any Investment (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) amend or clause otherwise modify this Section 7 or (cb) waive any non-compliance with this Section 7 or any Default or Event of Default resulting from such non-compliance. In addition, for the avoidance of doubt, any breach of this Section 7 shall constitute a breach of a covenant contained in a Loan Document in accordance with Article VII(e) of the definition of “Permitted Investments” (as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained thereinCredit Agreement. (d) If at any time during the period commencing on the First Waiver Extension Date and ending on September 30, 2022 the Borrower or any of its Subsidiaries has Available Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement pursuant to this clause (d) shall be accompanied by a corresponding permanent reduction in the related revolving credit commitments. (j) Section 11.21 of the Existing Agreement shall be amended and restated in its entirety as follows:

Additional Undertakings. Each of Parent and the Borrower covenants and agrees with each Consenting Lender that, so long as the Credit Agreement remains in effect and until (a) The Borrower will not enter into any transaction that would result in the Borrower making any cash payment during the period commencing on the Waiver Effective Date and ending on September 30Extended Revolving Credit Commitments have been terminated, 2022 in connection with (i) the repurchase, retirement or other acquisition or retirement for value by the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 shall not limit the Borrower’s ability to make any Permitted Restricted Payment. (b) The Borrower will not enter into any transaction that would result the principal of and interest on each Revolving Loan made in respect of the Borrower or any of its Subsidiaries not being able to grant the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) hereof. Extended Revolving Credit Commitments has been paid in full, (c) The all fees and all other expenses or amounts payable under any Loan Document in respect of the foregoing have been paid in full and (d) all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to the Issuing Banks and the Administrative Agent have been made with respect thereto, unless the Required Covenant Lenders shall otherwise consent in writing, notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, neither Parent nor the Borrower will, nor will not, and will not they cause or permit any of its the Subsidiaries to, directly or indirectlyon any date on and after the Amendment No. 3 Effective Date, make reinvest any Restricted Investment proceeds of any Asset Sale pursuant to the first proviso of the definition “Net Cash Proceeds” (for the avoidance of doubt, it being understood and agreed that the applicable cash proceeds received in respect of any Asset Sale shall constitute Net Cash Proceeds as and when received); provided that, with respect to any Asset Sale, without limiting any obligation set forth in the Loan Modification Agreement dated as of May 30, 2017, among Parent, the Borrower, the Lenders party thereto and the Administrative Agent, (x) to the extent that the First Lien Net Leverage Ratio (as defined in Section 6.13 of the Secured Indenture Credit Agreement after giving effect to this Amendment) as of the date of such Asset Sale and on a pro forma basis for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which financial statements have been delivered (or were required to be delivered) pursuant to Sections 5.04(a) or (b) of the Credit Agreement (such period, the “Test Period”) (but without giving effect to such Asset Sale or the Unsecured Indentureuse of proceeds thereof) during is greater than or equal to 4.5 to 1.0, then the period commencing on the Waiver Effective Date and ending on September 30Borrower shall be permitted, 2022 that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to accordance with the terms of this the Credit Agreement, to reinvest a portion of such Net Cash Proceeds solely to the Borrower extent that either (A) such Net Cash Proceeds are applied to repay Term Loans in accordance with the terms of the Credit Agreement such that the First Lien Leverage Ratio for the Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and assuming for such pro forma purposes that the portion of Consolidated EBITDA attributable to such Asset Sale is equal to the portion attributable to the Net Cash Proceeds used to repay Term Loans) does not exceed 4.0 to 1.0 or any Subsidiary may make any Investment (B) the Required Amount (as defined below) of such Net Cash Proceeds are applied to repay Term Loans in accordance with the terms of the Credit Agreement, (y) to the extent that the First Lien Net Leverage Ratio (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) or clause (c) Section 6.13 of the definition Credit Agreement after giving effect to this Amendment) as of “Permitted Investments” the date of such Asset Sale and on a pro forma basis for the applicable Test Period (as set forth in the Secured Indenture or the Unsecured Indenture) but without giving effect to any proviso contained therein. (dsuch Asset Sale or the use of proceeds thereof) If at any time during the period commencing on the First Waiver Extension Date and ending on September 30, 2022 the Borrower is greater than or any of its Subsidiaries has Available Proceedsequal to 4.0 to 1.0 but less than 4.5 to 1.0, then the Borrower shallshall be permitted, within fifteen Business Days in accordance with the terms of the date upon which Credit Agreement, to reinvest a portion of such Available Net Cash Proceeds solely to the extent that either (A) such Net Cash Proceeds are determined, apply applied to repay Term Loans in accordance with the terms of the Credit Agreement such that the First Lien Leverage Ratio for the Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and assuming for such pro forma purposes that the portion of Consolidated EBITDA attributable to such Asset Sale is equal to the portion attributable to the Net Cash Proceeds used to repay Term Loans) does not exceed 4.0 to 1.0 or (B) 50% of such Available Net Cash Proceeds are applied to repay all or any portion of the Advances or any other Indebtedness that is pari passu Term Loans in right of payment to the Obligations, in each case, subject to accordance with the terms of the documentation governing such Indebtedness; provided Credit Agreement and (z) to the extent that any repayment the First Lien Net Leverage Ratio (as defined in Section 6.13 of Indebtedness under any revolving credit agreement pursuant the Credit Agreement after giving effect to this clause Amendment) as of the date of such Asset Sale and on a pro forma basis for the applicable Test Period (dbut without giving effect to such Asset Sale or the use of proceeds thereof) is less than 4.0 to 1.0, then the Borrower shall be accompanied by a corresponding permanent reduction permitted, in accordance with the related revolving credit commitments. (j) Section 11.21 terms of the Existing Agreement shall be amended and restated in its entirety as follows:Credit Agreement, to reinvest all such Net Cash Proceeds.

Additional Undertakings. (a) The Borrower will not enter into any transaction that would result in the Borrower making any cash payment during the period commencing on the Waiver Effective Date and ending on September 30, 2022 in connection with (i) the repurchase, retirement or other acquisition or retirement for value by the Borrower of its capital stock or (ii) the making of any distribution or dividend to any holder of its capital stock; provided that this Section 6.2.10 shall not limit the Borrower’s ability to make any Permitted Restricted Payment. (b) The Borrower will not enter into any transaction that would result in the Borrower or any of its Subsidiaries not being able to grant the guarantees required pursuant to Section 6.2.11(b) or 6.2.11(c) hereof. (c) The Borrower will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, make any Restricted Investment (as defined in the Secured Indenture or the Unsecured Indenture) during the period commencing on the Waiver Effective Date and ending on September 30, 2022 that is not permitted by the Secured Indenture and the Unsecured Indenture (assuming the Secured Indenture and the Unsecured Indenture are in effect at the time of the making of such Restricted Investment, regardless of whether such indentures are actually in effect or have been amended after the First Waiver Extension Date); provided, however, that, subject to the terms of this Agreement, the Borrower or any Subsidiary may make any Investment (as defined in the Secured Indenture or the Unsecured Indenture) pursuant to clause (a) or clause (c) of the definition of “Permitted Investments” (as set forth in the Secured Indenture or the Unsecured Indenture) without giving effect to any proviso contained therein. (d) If at any time during the period commencing on the First Waiver Extension Date and ending on September 30, 2022 the Borrower or any of its Subsidiaries has Available Proceeds, then the Borrower shall, within fifteen Business Days of the date upon which such Available Proceeds are determined, apply 50% of such Available Proceeds to repay all or any portion of the Advances or any other Indebtedness that is pari passu in right of payment to the Obligations, in each case, subject to the terms of the documentation governing such Indebtedness; provided that any repayment of Indebtedness under any revolving credit agreement pursuant to this clause (d) shall be accompanied by a corresponding permanent reduction in the related revolving credit commitments. (j) Section 11.21 11.20 of the Existing Agreement shall be amended and restated in its entirety as follows: