Common use of Financial Covenant Clause in Contracts

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. The Borrower and each of the Restricted Subsidiaries covenant and agree that: (1) If on the last day of any Test Period (commencing with the Test Period ending December 31, 2019) there are outstanding Revolving Loans and Letters of Credit under the Priority Revolving Facility (excluding (a) undrawn Letters of Credit in an aggregate face amount up to $10.0 million (with only such Letter of Credit amounts in excess of $10.0 million being considered outstanding for purposes of this Section 7.10(1)), (b) Letters of Credit (whether drawn or undrawn) to the extent reimbursed, Cash Collateralized or backstopped on terms reasonably acceptable to the applicable Issuing Bank on or prior to the date that is three business days following the end of the applicable Test Period and (c) solely for the first two full fiscal quarters ending after the Closing Date, any Closing Date Revolving Borrowings drawn to finance a portion of the Transactions or the payment of Transaction Expenses or working capital or purchase price adjustments in connection with the Acquisition) in an aggregate principal amount exceeding 35% of the aggregate principal amount of the Priority Revolving Facility, the Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at as of the end last day of any such Test Period to be greater than 7.40 to 1.00 (beginning with such compliance to be determined on the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% basis of the total Revolving Commitments at financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such date Test Period) (the “Financial Covenant Testing ThresholdCovenant”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b2) For purposes of determining compliance with Subject to the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth limitations contained in the ABL Credit Agreementproviso to clause (I) of Section 10.01(1)(g), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) provisions of this Section 10.11 at 7.10 are for the end benefit of the Lenders under the Priority Revolving Facility only and the Required Facility Lenders in respect of the Priority Revolving Facility may amend, waive or otherwise modify this Section 7.10 or the defined terms used in this Section 7.10 (solely in respect of the use of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above defined terms in this clause (bSection 7.10) there shall be no pro forma or other reduction in Indebtedness with the proceeds of waive any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay Default or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from a breach of this Section 7.10 without the failure to comply with Section 10.11(a). (c) For consent of any Lenders other than the avoidance of doubt, the financial covenant set forth Required Facility Lenders in Section 10.11(a) is solely for the benefit respect of the Priority Revolving LendersFacility. Any Default or Event of Default under the provisions of this Section 7.10 will not by itself constitute a Default or Event of Default under any Facility (other than the Priority Revolving Facility) and will not trigger a cross-default thereunder.

Financial Covenant. (a) Borrower Holdings and its the Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning Period, commencing with the second full fiscal quarter of Borrower ending on or about March 31Holdings commencing after the Closing Date, 2022) when to be greater than 6.25:1.00; provided that the foregoing shall only be tested if the Aggregate Exposures exceed 40Exposure exceeds 35% of the total Revolving Aggregate Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (w) issued and undrawn Letters of Credit (provided, to the extent such issued and undrawn Letters of Credit are not Cash Collateralized Letters of Credit, such exclusion shall not exceed $20,000,000), (x) issued or undrawn letters Cash Collateralized Letters of creditCredit, (y) cash collateralized letters amounts outstanding pursuant to Ancillary Facilities used in the ordinary course of credit, guarantees and any other contingent obligations business and (z) draws Borrowings of Revolving Loans to fund any upfront fees required to be paid on the Closing Date and the issuance of Letters of Credit on the Closing Date for the first four two fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00) as of the last day of such Test Period. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, any cash equity contributions contribution (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of the Borrower) during such following the end of any fiscal quarter or and on or prior to the day that is 10 ten (10) Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) 9.01 (such ten (10-) Business Day period being referred to herein as the “Interim Period”) will, at the request of the Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (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, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made and no more than five Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (bd) there shall be no pro forma or other reduction in Indebtedness (including by way of netting cash) with the proceeds of any Specified Equity Contribution other than for determining compliance with the financial covenant for the future fiscal quarter in which quarters provided that such Specified Equity Contribution is made, except actually used to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay reduce Indebtedness, and (fe) from the date of the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, (i) the Borrower shall not be permitted to make any Borrowing of Revolving Loans and no Letters of Credit shall be issued hereunder and no amendments (other than amendments thereof that does not increase the face value amount of the Letter of Credit), extensions or renewals of any Letter of Credit shall be made during the Interim Period until the relevant Specified Equity Contribution has been made and (ii) neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, doubt the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit As of the Consolidated First Lien Net Leverage Ratio at the end last day of any Test Period (beginning with the each fiscal quarter of the Borrower ending commencing on or about March 31, 2022) when the Aggregate Exposures exceed 40% last day of the total Revolving Commitments first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, such date (the “Financial Covenant Testing Threshold”) (excluding maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) issued or undrawn letters shall not be effective prior to the consummation of creditsuch Material Acquisition, (y) cash collateralized letters shall only apply for a period of credit, guarantees and any other contingent obligations four full fiscal quarters after the consummation of such Material Acquisition and (z) draws the Consolidated Leverage Ratio of Revolving Loans on the Closing Date Borrower shall not exceed 3.50 to 1.00 for the first four more than five consecutive fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00quarters. (b) For purposes At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of determining compliance with a Material Acquisition in the financial covenant set forth in Section 10.11(aform of a tender offer or similar transaction, after the offer shall have been launched) above and prior to the consummation of such Material Acquisition (or for termination of the financial covenant definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the ABL Credit Agreementdefinition of “Acquisition Debt”)), cash equity contributions any Acquisition Debt (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of such Acquisition Debt), including this Credit Facility and any Specified Equity Contribution for determining compliance other Acquisition Debt incurred in connection with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is madeCatalonia Acquisition, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) shall be excluded from the date definition of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)Consolidated Leverage Ratio. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Lead Borrower and its the Restricted Subsidiaries shall not permit shall, on any date when Availability is less than the greater of (a) 10.0% of the Aggregate Commitments, and (b) $7,500,000, (in the case of this clause (b), to the extent there has been any optional reduction in Commitments pursuant to Section 2.07(b) or any Revolving Commitment Increase pursuant to Section 2.15 after the Closing Date, multiplied by the Aggregate Commitment Adjustment Factor) have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of at least 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which Lead Borrower has delivered Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter thereafter until the date on which Availability has exceeded the greater of Borrower ending on or about March 31, 2022(a) when the Aggregate Exposures exceed 4010.0% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of creditAggregate Commitments, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (zb) draws $7,500,000 (in the case of this clause (b), to the extent there has been any optional reduction in Commitments pursuant to Section 2.07(b) or any Revolving Loans on the Closing Date for the first four fiscal quarters Commitment Increase pursuant to Section 2.15 after the Closing Date), to be greater than 6.95 to 1.00multiplied by the Aggregate Commitment Adjustment Factor) for 30 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of Lead Borrower) during such after the end of the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after Lead Borrower and the date Restricted Subsidiaries (i) become subject to testing the financial statements are required to be delivered covenant under clause (a) of this Section 10.11 for such fiscal quarter pursuant to Section 9.01(a) or (bii) deliver the Section 9.01 Financials with respect to such fiscal quarter (in either case, such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Lead Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower the Borrowers shall not be permitted to make borrow hereunder or have any Borrowings and no Letters Letter of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) issued during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of during the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) The Lead Borrower and its Restricted Subsidiaries shall not permit shall, on any date when Adjusted Availability is less than the greater of (a) 10% of the Line Cap and (b) $12,500,000 (the “FCCR Test Amount”), have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of at least 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Lead Borrower was required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when which Adjusted Availability has exceeded the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date FCCR Test Amount for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.0030 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above Springing Financial Covenant (or for the financial covenant set forth in the ABL Cash Flow Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of the Lead Borrower) during such fiscal quarter or after the end of the relevant fiscal quarter and on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered under Section 9.01 for such fiscal quarter pursuant quarter, or with respect to Section 9.01(a) or (b) the initial date the FCCR Test Amount is not exceeded, within 10 Business Days after the Lead Borrower and its Restricted Subsidiaries become subject to testing the Springing Financial Covenant (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of the Lead Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants the Springing Financial Covenant at the end of such fiscal quarter (or for the financial covenant set forth in the Cash Flow Credit Agreement) and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under Springing Financial Covenant (or such greater amount required to cause the ABL Credit Agreement Lead Borrower to be in compliance with respect to the financial covenant thereunder or under any refinancing thereofset forth in the Cash Flow Credit Agreement), (c) Borrower the Borrowers shall not be permitted to make any Borrowings and no borrow hereunder or request the issuance, amendment, modification or extension of Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewalsany amendment, extensions modification or amendments thereof that do extension of a Letter of Credit which does not increase the face value amount of the Letter of Creditthereof) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant Springing Financial Covenant for the fiscal quarter in with respect to which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, made and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through until the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. Solely with respect to the Revolving Credit Facility, as of the last day of each fiscal quarter of the Parent Borrower (acommencing with the fiscal quarter ending June 30, 2022) Borrower and its Restricted Subsidiaries shall only if the aggregate principal amount of Total Revolving Credit Outstandings as of the end of the last day of such fiscal quarter (excluding (A) Letters of Credit whether or not Cash Collateralized and (B) for the first four full fiscal quarters to commence after the Closing Date, any Revolving Credit Loans borrowed on the Closing Date) exceeds 35.0% of the aggregate amount of all Revolving Credit Commitments in effect as of such date (a “Covenant Triggering Event”), permit the Consolidated First Lien Net Leverage Ratio at Ratio, as of the end last day of any Test Period (beginning with the such fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date)Parent Borrower, to be greater than 6.95 6.25:1.00 (the “Financial Covenant”); provided, that upon the consummation of any ▇▇▇▇▇▇▇▇ Transaction, the Parent Borrower may deliver a certificate to 1.00. the Administrative Agent setting forth a revised Financial Covenant level (b) For as so revised and based on good faith calculations, the “Revised Covenant Level”), which Revised Covenant Level shall represent a percentage increase over the Consolidated First Lien Net Leverage Ratio on a pro forma basis immediately after giving effect to such ▇▇▇▇▇▇▇▇ Transaction, in an amount equal to 35.0% (the “Agreed Leverage Cushion”); provided, further that in no event shall the Revised Covenant Level provide for a Consolidated First Lien Net Leverage Ratio in excess of 7.75:1.00; provided, further that for purposes of determining setting such Revised Covenant Level, but not with respect to testing actual compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)therewith, cash equity contributions (which equity proceeds of any Indebtedness incurred with such ▇▇▇▇▇▇▇▇ Transaction shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included disregarded in the calculation of the Consolidated EBITDA solely for First Lien Net Leverage Ratio. Notwithstanding anything in this Agreement to the purposes of determining compliance with contrary, such Revised Covenant Levels shall be deemed to automatically amend and replace the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause levels existing prior to such ▇▇▇▇▇▇▇▇ Transaction within five (a5) of this Section 10.11 at the end Business Days after delivery of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in certificate to the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”)Administrative Agent; provided that that, if the Administrative Agent notifies the Borrowers within such five (a5) Specified Equity Contributions may be made no more than two times Business Day period that, in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through reasonable judgment, the last Business Day of Revised Covenant Level do not accurately reflect the Interim PeriodAgreed Leverage Cushion after taking into account the Consolidated First Lien Net Leverage Ratio following the ▇▇▇▇▇▇▇▇ Transaction, neither then the Administrative Agent nor any Lender and the Borrowers shall have any right negotiate in good faith to accelerate set such Revised Covenant Levels at the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) Agreed Leverage Cushion. For the avoidance of doubt, the financial covenant set forth Administrative Agent shall promptly provide the Lenders with the Revised Covenant Levels once such Revised Covenant Levels have been finalized. After the occurrence of a Covenant Triggering Event, the Consolidated First Lien Net Leverage Ratio shall continue to be tested on the last day of each fiscal quarter until the Total Revolving Credit Outstandings (calculated in Section 10.11(athe same manner as the prior sentence) is solely for equal to or less than 35.0% of the benefit amount of the Revolving LendersCredit Commitments (the “Testing Threshold”), in which case, such Covenant Triggering Event shall no longer be deemed to be continuing for purposes of this Agreement. Notwithstanding the foregoing, to the extent the Total Revolving Credit Outstandings have been reduced to an amount less than the Testing Threshold for any period for which a Compliance Certificate required to be delivered pursuant to Section 6.02(a) for such fiscal quarter has not yet been delivered, the Financial Covenant shall not be required to be tested for any such fiscal quarter.

Financial Covenant. (a) Borrower Holdings and its the Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning Period, commencing with the first full fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters Holdings commencing after the Closing Amendment and Restatement Effective Date), to be greater than 6.95 6.25:1.00; provided that the foregoing shall only be tested if the Aggregate Exposure exceeds 35% of Aggregate Commitments (excluding (w) issued and undrawn Letters of Credit (provided, to 1.00the extent such issued and undrawn Letters of Credit are not Cash Collateralized Letters of Credit, such exclusion shall not exceed $20,000,000), (x) Cash Collateralized Letters of Credit, (y) amounts outstanding pursuant to Ancillary Facilities used in the ordinary course of business and (z) Borrowings of Revolving Loans to fund any upfront fees required to be paid on the Amendment and Restatement Effective Date and the issuance of Letters of Credit on the Amendment and Restatement Effective Date for the first two fiscal quarters after the Amendment and Restatement Effective Date) as of the last day of such Test Period. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, any cash equity contributions contribution (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of the Borrower) during such following the end of any fiscal quarter or and on or prior to the day that is 10 ten (10) Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) 9.01 (such ten (10-) Business Day period being referred to herein as the “Interim Period”) will, at the request of the Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (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, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made and no more than five Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (bd) there shall be no pro forma or other reduction in Indebtedness (including by way of netting cash) with the proceeds of any Specified Equity Contribution other than for determining compliance with the financial covenant for the future fiscal quarter in which quarters provided that such Specified Equity Contribution is made, except actually used to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay reduce Indebtedness, and (fe) from the date of the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, (i) the Borrower shall not be permitted to make any Borrowing of Revolving Loans and no Letters of Credit shall be issued hereunder and no amendments (other than amendments thereof that does not increase the face value amount of the Letter of Credit), extensions or renewals of any Letter of Credit shall be made during the Interim Period until the relevant Specified Equity Contribution has been made and (ii) neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, doubt the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit As of the Consolidated First Lien Net Leverage Ratio at the end last day of any Test Period (beginning with the each fiscal quarter of the Borrower ending commencing on or about March 31, 2022) when the Aggregate Exposures exceed 40% last day of the total Revolving Commitments first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Westminster Acquisition) by the Borrower or any Subsidiary, such date (the “Financial Covenant Testing Threshold”) (excluding maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) issued or undrawn letters shall not be effective prior to the consummation of creditsuch Material Acquisition, (y) cash collateralized letters shall only apply for a period of credit, guarantees and any other contingent obligations four full fiscal quarters after the consummation of such Material Acquisition and (z) draws the Consolidated Leverage Ratio of Revolving Loans on the Closing Date Borrower shall not exceed 3.50 to 1.00 for the first four more than five consecutive fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00quarters. (b) For purposes At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of determining compliance with a Material Acquisition in the financial covenant set forth in Section 10.11(aform of a tender offer or similar transaction, after the offer shall have been launched) above and prior to the consummation of such Material Acquisition (or for termination of the financial covenant definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the ABL Credit Agreementdefinition of “Acquisition Debt”)), cash equity contributions any Acquisition Debt (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of such Acquisition Debt), including this Credit Facility and any Specified Equity Contribution for determining compliance other Acquisition Debt incurred in connection with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is madeWestminster Acquisition, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) shall be excluded from the date definition of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)Consolidated Leverage Ratio. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries As long as any Revolving Credit Commitment remains outstanding, Parent shall not permit the Consolidated First Lien Net Secured Leverage Ratio at as of the end last day of any Test Period to be higher than 4.50 to 1.00 (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (ratio the “Financial Covenant Testing ThresholdMaximum Consolidated Net Secured Leverage Ratio”); provided, that (a) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date solely for the first four fiscal quarters after purpose of calculating the Closing Date), to be greater than 6.95 to 1.00. (b) For Consolidated Net Secured Leverage Ratio for purposes of determining compliance with this Section 7.09, for any Test Period that includes (i) the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered ended June 30, 2020, Consolidated EBITDA for such fiscal quarter pursuant shall be deemed to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as be the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation amount of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant fiscal quarter ended June 30, 2019 as set forth in on the ABL Credit Agreement or any refinancing thereof or Compliance Certificate delivered to the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely Administrative Agent for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include each Test Period including such fiscal quarter (any such equity contribution so included in and not the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant EBITDA for the fiscal quarter in which ended June 30, 2020) and (ii) the fiscal quarter ended September 30, 2020, Consolidated EBITDA for such Specified Equity Contribution is madefiscal quarter shall be deemed to be the amount of Consolidated EBITDA for the fiscal quarter ended September 30, except 2019 as set forth on the Compliance Certificate delivered to the extent Administrative Agent for each Test Period including such fiscal quarter (and not the proceeds of Consolidated EBITDA for the Specified Equity Contribution are actually applied to repay or prepay Indebtednessfiscal quarter ended September 30, 2020), and (fb) from for the date period commencing on the Amendment No. 6 Effective Date through and including September 30, 2021, no Loan Party shall, and no Loan Party shall permit any of its Restricted Subsidiaries, to make any Restricted Payment pursuant to Section 7.05 of the Administrative Agent’s receipt Credit Agreement (other than pursuant to clauses (a) (solely with respect to existing payment obligations in respect of Equity Interests issued by any Subsidiary in connection with a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period“DownREIT” acquisition), neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c), (d), (e), (f), (h), (l), (m) For and (p) and those necessary to maintain Parent’s status as a REIT for any taxable year, including, for the avoidance of doubt, any payment on or in respect of any class of Capital Stock of the financial covenant set forth Parent that is required to be made prior to the payment of a dividend or distribution on or in respect of any other class of Capital Stock of the Parent that is directly required in order to maintain Parent’s status as a REIT (in accordance with the last sentence of Section 10.11(a7.05)) is solely unless otherwise agreed in writing in advance by the Required Class Lenders under the Revolving Credit Facility in their sole discretion. The provisions of this Section 7.09 are for the benefit of the Revolving LendersCredit Lenders only and the Required Class Lenders for the Revolving Credit Facility may amend, waive or otherwise modify this Section 7.09 or the defined terms used for purposes of this Section 7.09 (but solely for such purposes) or waive any Default resulting from a breach of this Section 7.09 without the consent of any Lenders other than such Required Class Lenders in accordance with the provisions of clause (v) of the second proviso of Section 10.01.

Financial Covenant. (a) The Lead Borrower and its Restricted Subsidiaries shall not permit shall, on any date when Availability is less than the greater of (a) 12.5% of the Aggregate Commitments, and (b) $10,000,000 (the “FCCR Test Amount”), have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of at least 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Lead Borrower was required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when which Availability has exceeded the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date FCCR Test Amount for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.0030 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of the Lead Borrower) during such after the end of the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after the date Lead Borrower and its Restricted Subsidiaries become subject to testing the financial statements are required to be delivered covenant under clause (a) of this Section 10.11 for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of the Lead Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower the Borrowers shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended borrow hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, made and (f) from the date of the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. With respect to the Revolving Facility and (and any Financial Covenant Term A Loans) only, (a) permit the Total Net Leverage Ratio to exceed 4.00:1.00 as of the end of any fiscal quarter for which the financial statements and certificates required pursuant to Section 5.04 have been (or were required to have been) delivered, beginning with the first full fiscal quarter ended after the Closing Date (the covenant described in this clause (a), the “Leverage Covenant”); provided, that the Borrower shall be permitted (at its written election, delivered to the Administrative Agent) to allow the Total Net Leverage Ratio required under the Leverage Covenant to be increased to 4.50:1.00 in connection with a Material Permitted Acquisition for the period beginning on the closing date of such Material Permitted Acquisition and ending after the last date of the fourth full fiscal quarter following the closing date of such Material Permitted Acquisition (such period, a “Holiday Period”) so long as the Borrower and its Restricted Subsidiaries shall not permit are in compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis to the Consolidated First Lien relevant transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), with a maximum Total Net Leverage Ratio of 4.50:1.00 on the closing date of such Material Permitted Acquisition immediately after giving effect to such Material Permitted Acquisition (each such increase, a “Holiday”); provided further, that (i) the Borrower shall provide notice in writing to the Administrative Agent of such increase and a transaction description of such Material Permitted Acquisition (including, the name of the person or assets being acquired and the purchase price and the Total Net Leverage Ratio on a Pro Forma Basis for such acquisition), (ii) at the end of any Test Period such Holiday Period, the Total Net Leverage Ratio permitted under the Leverage Covenant shall revert to 4.00:1.00 (unless the beginning with of another Holiday shall have occurred in respect of another Material Permitted Acquisition following the fiscal quarter start of Borrower ending on or about March 31, 2022such Holiday Period) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (biii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make exercise any Borrowings additional options for a Holiday, unless and no Letters until the Total Net Leverage Ratio has been equal to or less than a ratio of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount 4.00:1.00 as of the Letter last day of Creditat least two consecutive fiscal quarters since the conclusion of the previous Holiday; or (b) during permit the Interim Period until Interest Coverage Ratio to be less than 3.00:1.00 as of the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely end of any fiscal quarter for purposes of compliance with such financial covenant and which the financial statements and certificates required pursuant to Section 5.04 have been (or were required to have been) delivered beginning with the first full fiscal quarter ended after the Closing Date (the covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above described in this clause (b) there shall be no pro forma or other reduction in Indebtedness with ), the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a“Interest Coverage Covenant”). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. Solely with respect to the Revolving Credit Facility, as of the last day of each fiscal quarter of the Borrower (acommencing with the fiscal quarter ending June 30, 2022) Borrower and its Restricted Subsidiaries shall only if the aggregate principal amount of Total Revolving Credit Outstandings as of the end of the last day of such fiscal quarter (excluding (A) Letters of Credit whether or not Cash Collateralized and (B) for the first four full fiscal quarters to commence after the Closing Date, any Revolving Credit Loans borrowed on the Closing Date) exceeds 35.0% of the aggregate amount of all Revolving Credit Commitments in effect as of such date (a “Covenant Triggering Event”), permit the Consolidated First Lien Net Leverage Ratio at Ratio, as of the end last day of any Test Period (beginning with the such fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date)Borrower, to be greater than 6.95 7.75:1.00 (the “Financial Covenant”). After the occurrence of a Covenant Triggering Event, the Consolidated First Lien Net Leverage Ratio shall continue to 1.00. be tested on the last day of each fiscal quarter until the Total Revolving Credit Outstandings (bcalculated in the same manner as the prior sentence) For is equal to or less than 35% of the amount of the Revolving Credit Commitments (the “Testing Threshold”), in which case, such Covenant Triggering Event shall no longer be deemed to be continuing for purposes of determining compliance with this Agreement. Notwithstanding the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)foregoing, cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests extent the Total Revolving Credit Outstandings have been reduced to an amount less than the Testing Threshold for any period after the last day of Borrower) during such the applicable fiscal quarter or on or but prior to the day that is 10 Business Days after delivery of the date financial statements are applicable Compliance Certificate required to be delivered for such fiscal quarter pursuant to Section 9.01(a6.02(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted required to make be tested for any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall The Company will not permit the Consolidated First Lien Net ratio (the “Total Leverage Ratio at Ratio”), determined as of the end of any Test Period each of its fiscal quarters ending on and after the Effective Date, of (beginning i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter of Borrower ending on or about March 31quarter, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date all calculated for the first four fiscal quarters after the Closing Date)Company and its Subsidiaries on a consolidated basis, to be greater than 6.95 3.50 to 1.00; provided that upon notice by the Company to the Administrative Agent upon the consummation of any Qualified Acquisition (but in any case not more than two times), the Company shall be permitted to increase the maximum Total Leverage Ratio to 4.00 to 1.00, which such increase shall be applicable for the fiscal quarter of the Company in which such acquisition is consummated and the three consecutive fiscal quarters thereafter. (b) For purposes of determining compliance with At any time after the financial covenant set forth in Section 10.11(a) above definitive agreement for any Qualified Acquisition shall have been executed (or for the financial covenant set forth or, in the ABL Credit Agreement)case of a Qualified Acquisition in the form of a tender offer or similar transaction, cash equity contributions (which equity after the offer shall be Permitted Equity have been launched) and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after consummation of such Qualified Acquisition (or termination of the date financial statements are required to definitive documentation in respect thereof), any Qualified Acquisition Debt (and the proceeds of such Qualified Acquisition Debt) shall be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as excluded from the definition of the “Interim PeriodTotal Leverage Ratio”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (bx) the amount definitive documentation relating to such Qualified Acquisition Debt shall contain “special mandatory redemption” or escrow provisions (or other similar provisions) or otherwise require such indebtedness to be redeemed or prepaid if such Qualified Acquisition is not consummated by a date specified in such definitive documentation and (y) if the definitive agreement (or, in the case of any Specified Equity Contribution shall be no greater than a tender offer or similar transaction, the amount definitive offer document) for such Qualified Acquisition is terminated in accordance with its terms prior to the consummation of such Qualified Acquisition or such Qualified Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Qualified Acquisition Debt, such Qualified Acquisition Debt is so redeemed or prepaid by the date that it is required to cause Borrower to be redeemed or prepaid in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect circumstances pursuant to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters terms of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)Qualified Acquisition Debt. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries W3C shall not permit ensure that, on each Test Date, the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% cash of the total Revolving Commitments Group shall be at such date least USD 2,000,000 (the “Financial Liquidity Covenant”). W3C will provide a certificate of an authorized officer certifying its compliance with this covenant and setting out (in reasonable detail) computations as to such compliance at the same time as the monthly reports pursuant to paragraph 18 above are delivered. b) Notwithstanding anything to the contrary set forth in this Agreement, in the event the Obligors fail to comply with the Liquidity Covenant: i. until the expiration of the fifteenth (15th) Business Day subsequent to the date compliance with the Liquidity Covenant Testing Thresholdis required to be certified, W3C shall have the right to issue common equity in exchange for a new cash injection or receive a new cash injection to its equity (the “Cure Right”), and upon the receipt by W3C of such cash injection in an amount sufficient to cure the deficit in cash for the applicable period (the “Cure Amount”) (excluding (x) issued or undrawn letters pursuant to the exercise by W3C of creditsuch Cure Right, (y) the calculation of cash collateralized letters shall be recalculated giving effect to the adjustment in cash of creditthe Obligors, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date which shall be increased for such month for the first four fiscal quarters purpose of measuring the Liquidity Covenant in an amount equal to the Cure Amount; and if, after giving effect to the Closing Date)foregoing recalculations, to the Borrower shall then be greater than 6.95 to 1.00. (b) For purposes of determining in compliance with the requirements of the financial covenant set forth in Section 10.11(aparagraph (a) above (above, W3C shall be deemed to have satisfied the requirements of the Liquidity 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 breach or default of the Liquidity Covenant that had occurred shall be deemed cured for the financial covenant set forth in purposes of this Agreement; and ii. upon receipt by the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed Lender of written notice prior to the common Equity Interests expiration of Borrowerthe 15th Business Day subsequent to the date that compliance with the Liquidity Covenant is required to be certified (the “Anticipated Cure Deadline”) during that W3C intends to exercise the Cure Right in respect of a month, the Lender shall not be permitted to accelerate Loans held by them or to exercise remedies against the collateral on the basis of a failure to comply with the requirements of the Liquidity Covenant until such fiscal quarter or failure is not cured pursuant to the exercise of the Cure Right on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)Anticipated Cure Deadline. (c) For the avoidance purposes of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.this paragraph 21:

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. At any time following the consummation of the Separation, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio (the “Operating Income Leverage Ratio”) determined on the last day of each fiscal quarter of the Borrower for the Rolling Period then ended of (i) the aggregate principal amount, without duplication, of (A) Consolidated Debt of the Borrower described in clauses (a), (c) and (e) of the definition of Debt, plus (B) Excess Guaranty Debt, plus (C) preference shares that constitute debt under GAAP to (ii) Adjusted Operating Income of the Borrower and its Restricted Subsidiaries shall for such Rolling Period of not permit more than 4.5 to 1.0; provided, that, at the Consolidated First Lien Net election of the Borrower (by providing written notice to the Administrative Agent making such an election), such maximum Operating Income Leverage Ratio at the end of shall be increased to 5.0 to 1.0 for any Test Period (beginning with period during which any Material Acquisition is consummated and applying for the fiscal quarter of Borrower ending on or about March 31during which such Material Acquisition is consummated as well as the immediately following three fiscal quarters thereafter; provided, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding further, that (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity there shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no not more than two times in any four fiscal quarter period and no more than five times such elections made during the term of this Agreement, and (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (by) there shall be no pro forma or other reduction at least one full fiscal quarter during which the Operating Income Leverage Ratio shall not be more than 4.5 to 1.0 between any such elections. For purposes of calculating the aggregate principal amount of Consolidated Debt of the Borrower on any such date, (A) there shall be excluded from such calculation (i) any amount in Indebtedness respect of Permitted Content Financings and Negative Pickup Arrangements and Capitalized Lease Obligations incurred in connection with the proceeds leasing of satellite transponders and (ii) any Specified Equity Contribution for determining compliance obligations under any undrawn letters of credit and any reimbursed letters of credit in each case in support of obligations of Disney and/or any of its Subsidiaries that are intended to be assumed by the Borrower and/or its Subsidiaries in connection with the Transactions, other than with respect to Debt for borrowed money and (B) the currency exchange rate used for such calculation shall be the rate used in the annual or quarterly statement of financial covenant position for such date; provided, however, that, if the Borrower determines that an average exchange rate is a more accurate reflection of the value of such currency over such Rolling Period, the currency exchange rate used may be, at the option of the Borrower, the currency exchange rate used for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds income statements of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)for such fiscal quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not During the continuance of any Compliance Event, subject to clause (b) below, permit the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio at to be less than 1.00:1.00, tested immediately upon the end occurrence of any a Compliance Event and as of the last day of the most recent Test Period (beginning with during the fiscal quarter continuance of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00a Compliance Event. (b) For purposes Notwithstanding anything to the contrary contained in Article IX, in the event of determining compliance with any Event of Default occurring as a result of a breach of the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement8.18(a), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to until the common Equity Interests expiration of Borrower) during such fiscal quarter or on or prior to the tenth day that is 10 Business Days after the date on which the financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a7.1(a) or (b) (such 10-Business Day period being referred ), as applicable, with respect to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterhereunder, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter Intermediate Holdings may issue equity (any provided such equity contribution so included issuance does not result in a Change in Control and constitutes common equity or which is not Disqualified Stock) and contribute the calculation net cash proceeds received therefrom to the capital of Consolidated EBITDA, New Holdings as cash common equity (a “Specified Equity Contribution”); provided ) in order to remediate any Event of Default that (ahas occurred with respect to Section 8.18(a) for such fiscal quarter. Upon receipt of such Specified Equity Contributions may Contribution in accordance with the immediately preceding sentence, the amount of the proceeds thereof shall, solely for the purposes (and subject to the limitations) hereinafter described in this Section 8.18(b), increase Consolidated EBITDA with respect to such applicable fiscal quarter (and any subsequent period of four consecutive fiscal quarters that includes such fiscal quarter) and if, after giving effect to such increase in Consolidated EBITDA, New Holdings and its Subsidiaries shall then be made no more than two times in any compliance with the requirements of Section 8.18(a), New Holdings shall be deemed to have satisfied the requirements set forth therein as of the relevant four fiscal quarter period with the same effect as though there had been no failure to comply therewith at such date, and no more than five times during the term applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement, ; provided that such net cash proceeds (bi) are actually received by New Holdings (through a capital contribution of such proceeds by Intermediate Holdings to New Holdings) no later than ten days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of any Default under Section 8.18(a) for such period. The parties hereto acknowledge that a given Specified Equity Contribution shall may not be no greater counted as having been made in more than the amount required one fiscal quarter. The parties hereby acknowledge that this Section 8.18(b) may not be relied on for purposes of calculating any financial ratios other than as applicable to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (cSection 8.18(a) Borrower and shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including included for purposes of determining pricing, fees or any financial ratio-based conditions (including, without limitation, compliance with any covenant or condition other than Section 8.18(a) itself which requires a determination of whether the financial covenant in Section 8.18(a) is satisfied, whether or not same would otherwise be applicable) or any baskets with respect to the covenants or conditions contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there Agreement. There shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution (including by way of netting) for purposes of determining compliance with the financial covenant for Section 8.18(a) in the fiscal quarter in which such a Specified Equity Contribution is made; provided that such Specified Equity Contribution may reduce Indebtedness in a subsequent fiscal quarter. (i) In each period of four consecutive fiscal quarters, except to the extent there shall be at least two fiscal quarters in which no cure set forth in Section 8.18(b) is made. In addition, any reduction in Indebtedness (or increase in cash for netting purposes) with the proceeds of the any Specified Equity Contribution are actually applied made pursuant to repay or prepay Indebtedness, and (fSection 8.18(b) from shall be ignored for purposes of determining compliance with the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a8.18(a), except for determinations, including increases in cash for netting purposes, made pursuant to Section 8.18(a) for fiscal quarters after the respective fiscal quarter in which such Event of Default is solely for remediated by such Specified Equity Contribution. (ii) There shall be no more than five cures under Section 8.18(a) from the benefit date hereof through the Latest Maturity Date. (iii) If notice has been delivered to the Administrative Agent of a Specified Equity Contribution (such notice to be delivered on or prior to the date on which the applicable financial statements are required to be delivered and containing reasonable detail on the terms and conditions of the Specified Equity Contribution), then from the last day of the fiscal quarter related to such cure notice until the required date for receipt of the Specified Equity Contribution, no Default or Event of Default shall have occurred under the Loan Documents with respect to any default under Section 8.18(a) for which such cure notice was delivered unless the ten day period set forth in clause (a) above has expired without the Specified Equity Contribution having been received; provided that until the occurrence of the satisfaction of the conditions in Section 6.2 and the receipt of such Specified Equity Contribution, no Lender shall be obligated to make any Revolving LendersLoan, no Swing Line Loans shall be made and no Issuing Bank shall issue any Letter of Credit.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit As of the Consolidated First Lien Net Leverage Ratio at the end last day of any Test Period (beginning with the each fiscal quarter of the Borrower ending commencing on or about March 31, 2022) when the Aggregate Exposures exceed 40% last day of the total Revolving Commitments first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition by the Borrower or any Subsidiary, such date (the “Financial Covenant Testing Threshold”) (excluding maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) issued or undrawn letters shall not be effective prior to the consummation of creditsuch Material Acquisition, (y) cash collateralized letters shall only apply for a period of credit, guarantees and any other contingent obligations four full fiscal quarters after the consummation of such Material Acquisition and (z) draws the Consolidated Leverage Ratio of Revolving Loans on the Closing Date Borrower shall not exceed 3.50 to 1.00 for the first four more than five consecutive fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00quarters. (b) For purposes As of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests last day of Borrower) during such each fiscal quarter or of the Borrower commencing on or prior to the last day that is 10 Business Days of the first full fiscal quarter ending after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as Closing Date, the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower Interest Coverage Ratio shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other less than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)3.00:1.00. (c) For At any time after the avoidance definitive agreement for any Material Acquisition shall have been executed (or, in the case of doubta Material Acquisition in the form of a tender offer or similar transaction, after the financial covenant offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in Section 10.11(athe definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt) is solely for shall be excluded from the benefit definition of Consolidated Leverage Ratio, and the Revolving LendersConsolidated Cash Interest Charges attributable to such Acquisition Debt shall be excluded from the definition of Consolidated Interest Coverage Ratio.

Financial Covenant. (a) The Lead Borrower and its Restricted Subsidiaries shall not permit shall, on any date when Adjusted Availability is less than the greater of (a) 10% of the Line Cap and (b) $12,500,00018,750,000 (the “FCCR Test Amount”), have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of at least 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Lead Borrower was required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when which Adjusted Availability has exceeded the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date FCCR Test Amount for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.0030 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above Springing Financial Covenant (or for the financial covenant set forth in the ABL Cash Flow Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of the Lead Borrower) during such fiscal quarter or after the end of the relevant fiscal quarter and on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered under Section 9.01 for such fiscal quarter pursuant quarter, or with respect to Section 9.01(a) or (b) the initial date the FCCR Test Amount is not exceeded, within 10 Business Days after the Lead Borrower and its Restricted Subsidiaries become subject to testing the Springing Financial Covenant (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of the Lead Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants the Springing Financial Covenant at the end of such fiscal quarter (or for the financial covenant set forth in the Cash Flow Credit Agreement) and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under Springing Financial Covenant (or such greater amount required to cause the ABL Credit Agreement Lead Borrower to be in compliance with respect to the financial covenant thereunder or under any refinancing thereofset forth in the Cash Flow Credit Agreement), (c) Borrower the Borrowers shall not be permitted to make any Borrowings and no borrow hereunder or request the issuance, amendment, modification or extension of Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewalsany amendment, extensions modification or amendments thereof that do extension of a Letter of Credit which does not increase the face value amount of the Letter of Creditthereof) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant Springing Financial Covenant for the fiscal quarter in with respect to which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, made and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through until the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. SECTION 8.01 (a) Borrower and its Restricted Subsidiaries shall not permit If on the Consolidated First Lien Net Leverage Ratio at the end last day of any Test Period (beginning with the fiscal quarter of Borrower Test Period ending on or about March 31, 20222013) when the Aggregate Exposures exceed 40% sum of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of creditall Revolving Credit Loans and Swing Line Loans outstanding on such date, (y) cash collateralized letters the Outstanding Amount of creditany L/C Obligations attributable to Letters of Credit that guarantee, guarantees directly or indirectly, Financial Indebtedness on such date (except to the extent, with respect to any such Letter of Credit, that (1) 101% of the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or (2) the beneficiary or ultimate beneficiary and any other contingent the obligations supported thereby are identical to another outstanding and earlier issued Letter of Credit) and (z) draws the Outstanding Amount of any L/C Obligations attributable to Letters of Credit that do not guarantee, directly or indirectly, Financial Indebtedness on such date (except to the extent, with respect to any such Letter of Credit, that (1) 101% of the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or (2) the beneficiary or ultimate beneficiary and the obligations supported thereby are identical to another outstanding and earlier issued Letter of Credit) in excess of $50,000,000 (and only to the extent of such excess), shall exceed 20% of the Revolving Loans on Credit Commitments in effect as of such date (after giving effect to any Incremental Revolving Credit Facilities or Revolving Credit Commitment Increase then in effect) , the Closing Date Borrower shall not permit the Senior Secured First-Lien Net Leverage Ratio as of such day to be greater than the ratio set forth below opposite such day:Financial Covenant. (a) The Borrower shall not permit the Total Net Leverage Ratio as of the last day of any fiscal quarter of the Borrower for the first four fiscal quarters after the Closing Datewhich financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, to be greater than 6.95 to 1.004.50:1.00. (b) For purposes Notwithstanding the foregoing, in the event of determining a Material Travel Event Disruption, the foregoing financial covenant shall be suspended (a “Covenant Suspension”) with respect to the period (a “Covenant Suspension Period”) from and after the last date of the quarter in which such Material Travel Event Disruption occurs until the last date of the second succeeding quarter (unless during such Covenant Suspension Period a separate and distinct Material Travel Event Disruption occurs, in which case a new Covenant Suspension Period shall run from and after the last date of the quarter in which such subsequent Material Travel Event Disruption occurred until the last date of the second succeeding quarter) (in each case, the “Covenant Resumption Date”). From and after the Covenant Resumption Date, compliance with the foregoing financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to measured by substituting the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely during the quarter immediately preceding the quarter in which the relevant Travel Event occurred for (i) the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for of the purposes quarter in which such Travel Event occurred or such Material Travel Event Disruption existed and (ii) in either case, the Consolidated EBITDA of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAnext succeeding two quarters, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term case subject to customary seasonal adjustments. (c) Notwithstanding any other provisions of this Agreement, (b) if, at any time during any period in which the amount of any Specified Equity Contribution shall be no greater than foregoing financial covenant is suspended in connection with a Material Travel Event Disruption, the amount required to cause Borrower to be is not then in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial (were such covenant thereunder or under any refinancing thereofnot then suspended), then, for so long as (but only so long as) such non-compliance exists, (ca) the Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended Restricted Payments to Holdings to fund dividends or amended hereunder other payments (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Creditordinary course expense reimbursement payments) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein Sponsor Group and in the other Credit Documents, (e) other than as set forth above in this clause (b) there the Borrower and its Restricted Subsidiaries shall not be no pro forma permitted to make Permitted Acquisitions or other reduction any Investments in Indebtedness with the proceeds Sponsor Group or any member of any Specified Equity Contribution for determining compliance with the financial covenant for Sponsor Group (except that the fiscal quarter Borrower and the Restricted Subsidiaries may consummate Permitted Acquisitions and Investments pursuant to binding commitments in which such Specified Equity Contribution is made, except existence at or prior to the extent date on which the proceeds relevant Covenant Suspension Period began), unless, at the time of the Specified Equity Contribution are actually applied to repay making any such Permitted Acquisition or prepay Indebtedness, and Investment (f) from the date of the Administrative Agent’s receipt of on a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(aPro Forma Basis after giving effect thereto). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(asum of (i) the amount of unutilized Revolving Credit Commitments plus (ii) the amount of cash and Cash Equivalents then held by Holdings, the Borrower and the Restricted Subsidiaries is solely for the benefit of the Revolving Lendersno less than $100,000,000.

Financial Covenant. Notwithstanding anything to the contrary contained in Section 8.01, in the event that Borrower fails to comply with the requirements of the Financial Covenant with respect to any fiscal quarter, then Borrower may, at its election upon delivery of a Cure Notice to the Administrative Agent (athe “Cure Election”), designate any capital contributions received by Borrower as cash common equity (such cash amount received, the “Cure Amount”) Borrower and its Restricted Subsidiaries shall not permit during the Consolidated First Lien Net Leverage Ratio at period beginning on the first day after the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or and ending on or prior the 15th Business Day subsequent to the day date that is 10 Business Days after the date financial statements are required to be delivered for pursuant to Section 5.01(a) or Section 5.01(b) with respect to such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as period, the “Interim Cure Period”) willand, at the request of Borrowerupon such Cure Election, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or shall be recalculated giving effect to the following pro forma adjustments: (yi) be included in the calculation of Consolidated EBITDA shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) solely to the extent the proceeds of any Cure Amount are used to actually prepay Term Loans and Revolving Loans (to the extent accompanied by a concurrent permanent commitment reduction), there shall be a pro forma reduction in Indebtedness for purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement Financial Covenant with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution Cure Right is made, except to the extent exercised and any Test Period that contains such fiscal quarter (it being understood that there shall be no cash netting of the proceeds of any Cure Amount); and (iii) if, after giving effect to the Specified Equity Contribution are actually applied foregoing recalculations, Borrower shall then be in compliance with the requirements of the Financial Covenant, Borrower shall be deemed to repay or prepay Indebtednesshave satisfied the requirements of the Financial 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 (f) from the date applicable breach of the Administrative Agent’s receipt of a written notice from Borrower Financial Covenant that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor had occurred (and any Lender shall have any right to accelerate the Loans corresponding Default or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the due to failure to comply with Section 10.11(a). the Financial Covenant) shall be deemed cured for purposes of this Agreement; provided that Borrower shall have notified the Administrative Agent in writing (c) For the avoidance of doubtsuch notice, the financial covenant set forth in Section 10.11(a“Cure Notice”) is solely for the benefit of the Revolving LendersCure Election by no later than the last day of the Cure Period.

Financial Covenant. (a) The Borrower and its Restricted Subsidiaries shall will not permit the Consolidated First Lien Net Secured Leverage Ratio at the end of any Test Period (beginning with to exceed the fiscal quarter of Borrower ending on or about March ratio set forth below: September 30, 2015 through September 30, 2017 3.00:1.00 December 31, 2022) when 2017 through September 30, 2018 2.75:1.00 December 31, 2018 and thereafter 2.50:1.00 In the Aggregate Exposures exceed 40% of event the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), Borrower fails to be greater than 6.95 to 1.00. (b) For purposes of determining compliance comply with the financial covenant covenants set forth in this Section 10.11(a) above (or for 7.10 as of the financial covenant set forth in last day of any fiscal quarter, any Net Cash Proceeds of the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common issuance of Equity Interests of Borroweror Equity Equivalents (other than Disqualified Capital Stock) during such fiscal quarter or received by the Borrower on or prior to the day that is 10 ten (10) Business Days after the date day on which financial statements are required to be delivered for such fiscal quarter Fiscal Quarter pursuant to Section 9.01(a6.01(a) or (b) (such 10-Business Day period being referred to herein 6.01(b), as the “Interim Period”) case may be, will, at the request irrevocable election of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA for such fiscal quarter solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable any subsequent periods which include period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) notice of Borrower’s intent to make a Specified Equity Contributions Contribution shall be delivered no later than the tenth (10th) day following the date on which financial statements are required to be delivered for the applicable Fiscal Quarter pursuant to Section 6.01(a) or 6.01(b), as the case may be made no more than two times be, (b) in any each consecutive four fiscal quarter period and there will be at least two fiscal quarters in which no more than five times during the term of this AgreementSpecified Equity Contribution is made, (bc) the amount of any Specified Equity Contribution shall will be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenderscovenants, (d) all Specified Equity Contributions shall will be counted solely disregarded for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded calculation of Consolidated EBITDA for all other purposes, including calculating basket levels, financial ratio determinations, pricing and other items governed by reference to Consolidated EBITDA (other than for purposes of determining any baskets compliance with respect to the covenants contained herein and in the other Credit Documentsthis Section 7.10), (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction more than five (5) Specified Equity Contributions made in Indebtedness the aggregate after the Closing Date, (f) any Term Loans voluntarily prepaid with the proceeds of any Specified Equity Contribution Contributions in a manner permitted by this Agreement shall be deemed no longer outstanding for purposes of determining compliance with this Section 7.10; provided that in no event shall any such reduction of Consolidated Secured Debt be given effect during the financial covenant for Fiscal Quarter with regard to which the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (fg) from the date of upon the Administrative Agent’s receipt of the notice of Borrower’s intent to make a written notice from Borrower that Borrower intends Specified Equity Contribution and until ten (10) Business Days after the day on which the financial statements are required to exercise its cure rights under this be delivered for the applicable fiscal quarter pursuant to Section 10.11(b6.01(a) through or 6.01(b), as the last Business Day of the Interim Periodcase may be, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans Finance Obligations or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or otherwise exercise any other right remedies available to it during the continuance of a Default or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from under the failure Loan Documents, including any remedies pursuant to comply with Section 10.11(a)8.02. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving LendersTranche Lenders of the applicable Tranche of Revolving Loans, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower Each Loan Party covenants and its Restricted Subsidiaries agrees that, until termination of all of the Commitments and payment in full of the Obligations, Fixed Charge Coverage Ratio shall be not permit the Consolidated First Lien Net Leverage Ratio at less than 1.00 to 1.00 as of the end of any Test Period each fiscal month, based on the twelve (beginning 12) immediately preceding fiscal months for which Agent has received financial statements, provided, that, compliance with the fiscal quarter of Borrower ending on or about March 31such financial covenant shall only be required during a Compliance Period, 2022) when the Aggregate Exposures exceed 40% in which case such financial covenant shall be tested as of the total Revolving Commitments at such date (last day of the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees then most recently completed fiscal period for which financial statements have been delivered and any other contingent obligations and (z) draws of Revolving Loans on for each month end thereafter until the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00Compliance Period ends. (bi) For Notwithstanding anything to the contrary contained in Section 7(a), in the event that the Loan Parties shall fail to comply with the requirements of such Section 7(a), until the expiration of the 10th day subsequent to the due date for delivery of the financial statements and related compliance certificate for such period pursuant to Section 5.1, Parent shall have the right to issue shares of its Equity Interests permitted to be issued hereunder for cash and any such investment shall be in immediately available funds. Subject to the limitations set forth in clause (b)(ii) below, such amounts shall be added to Consolidated EBITDA for the last fiscal month of Parent for the applicable period and then solely for purposes of determining compliance with the Section 7(a) for such period and any subsequent period which includes such fiscal month and shall be disregarded for purposes of determining Consolidated EBITDA for any pricing, financial covenant set forth based conditions or any baskets with respect to the covenants contained in this Agreement and there shall be no pro forma reduction in Indebtedness with the proceeds of any such issuance of Equity Interests for determining compliance with Section 10.11(a7(a) or for determining any pricing, financial covenant based conditions or baskets with respect to the covenants contained in this Agreement, in each case in the month in which such proceeds are used or subsequent periods that include such month. (ii) Notwithstanding anything herein to the contrary, (A) in no event shall the Loan Parties be entitled to exercise the right described in clause (b)(i) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold more than twice in any twelve-month period or (y) be included more than four times in the calculation aggregate, (B) any cash contribution or issuance of stock described in clause (b)(i) above shall be permitted in an unlimited amount; provided, that, the amount added to Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution month shall be no greater than the amount required to cause Borrower the Loan Parties to be in pro forma compliance with Section 7(a) for the applicable period and (iii) to the extent that any cash proceeds received in connection with any exercise of the right described in clause (b)(i) above is used to repay Indebtedness, such financial covenant plus any similar “cure amounts” under Indebtedness shall not be deemed to have been repaid for purposes of calculating the ABL Credit Agreement Fixed Charge Coverage Ratio for the period with respect to which such compliance certificate applies or any other compliance certificate including such fiscal month in respect of which such Consolidated EBITDA has been so increased. (iii) Upon delivery of a certificate by Borrowers to Agent as to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter proceeds of Creditsuch issuance of Equity Interests and that such amount (i) during the Interim Period until the relevant Specified Equity Contribution has been madeapplied to the payment of the Obligations, unless consented and (ii) is in an amount no greater than the amount required to cause the Loan Parties to be in compliance with Section 7(a) for the applicable period, then any Event of Default that occurred and is continuing from a breach of Section 7(a) shall be deemed cured with no further action required by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect . Prior to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt delivery of a written notice from Borrower that Borrower intends certificate conforming to exercise its cure rights under the requirements of this Section 10.11(b) through the last Business Day of the Interim PeriodSection, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure that has occurred as a result of a breach of Section 7(a) shall be deemed to comply with Section 10.11(a). (c) For the avoidance of doubtbe continuing and, as a result, the Lenders (including the Swing Lender and the Issuing Bank) shall have no obligation to make additional loans or otherwise extend additional credit hereunder. In the event Borrowers do not cure all financial covenant set forth violations as provided in this Section 10.11(a7(b), the existing Event(s) is solely for of Default shall continue unless waived in writing by the benefit of the Revolving LendersRequired Lenders in accordance herewith.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving LendersTranche Lenders of the applicable Tranche of Revolving Loans, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower Holdings and its the Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning Period, commencing with the second full fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters Holdings commencing after the Closing Amendment and Restatement Effective Date), to be greater than 6.95 6.25:1.00; provided that the foregoing shall only be tested if the Aggregate Exposure exceeds 35% of Aggregate Commitments (excluding (w) issued and undrawn Letters of Credit (provided, to 1.00the extent such issued and undrawn Letters of Credit are not Cash Collateralized Letters of Credit, such exclusion shall not exceed $20,000,000), (x) Cash Collateralized Letters of Credit, (y) amounts outstanding pursuant to Ancillary Facilities used in the ordinary course of business and (z) Borrowings of Revolving Loans to fund any upfront fees required to be paid on the Closing Date and the issuance of Letters of Credit on the Amendment and Restatement Effective Date for the first two fiscal quarters after the Amendment and Restatement Effective Date) as of the last day of such Test Period. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, any cash equity contributions contribution (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of the Borrower) during such following the end of any fiscal quarter or and on or prior to the day that is 10 ten (10) Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) 9.01 (such ten (10-) Business Day period being referred to herein as the “Interim Period”) will, at the request of the Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (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, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made and no more than five Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (bd) there shall be no pro forma or other reduction in Indebtedness (including by way of netting cash) with the proceeds of any Specified Equity Contribution other than for determining compliance with the financial covenant for the future fiscal quarter in which quarters provided that such Specified Equity Contribution is made, except actually used to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay reduce Indebtedness, and (fe) from the date of the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, (i) the Borrower shall not be permitted to make any Borrowing of Revolving Loans and no Letters of Credit shall be issued hereunder and no amendments (other than amendments thereof that does not increase the face value amount of the Letter of Credit), extensions or renewals of any Letter of Credit shall be made during the Interim Period until the relevant Specified Equity Contribution has been made and (ii) neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, doubt the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) The Borrower and its Restricted Subsidiaries shall not not, directly or indirectly, nor shall it permit any Integra Party or the Parent to, directly or indirectly, permit the Consolidated First Lien Net Total Leverage Ratio at of the end Parent and its consolidated Subsidiaries as of the last day of any Test Period (beginning with the consecutive four fiscal quarter of Borrower period ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), dates identified below to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant ratio set forth in Section 10.11(a) above below opposite such date (and so long as PNC and Mizuho Bank, Ltd. are each a lender under the Credit Agreement, or such other ratio for the financial covenant set forth such related period as specified in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash Agreement from time to Holdings (which shall be contributed to time): Notwithstanding the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) willforegoing, at the request election of Borrowerthe Parent, (x) be applied up to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, the maximum Consolidated Total Leverage Ratio set forth in this grid above may be increased to accommodate a Permitted Acquisition (as defined in the Credit Agreement), as determined by the Parent and as designated in the Compliance Certificate (as defined in the Credit Agreement, a copy of which shall be promptly provided to the Administrative Agent hereunder) or earlier notice given by the Parent in connection with such Permitted Acquisition (as defined in the Credit Agreement) (including for determining any ratios, baskets, representations and warranties or test any Event of Default (as defined in the Credit Agreement,) or Default (as defined in the Credit Agreement) blocker pursuant to Section 1.08 of the Credit Agreement); provided, however, such increase will not otherwise go into effect until the closing of such Permitted Acquisition (as defined in the Credit Agreement); provided, further, that (a) such increase shall only apply for a period of twelve months from and after such Permitted Acquisition and immediately upon the expiration of such twelve month period, the required maximum Consolidated Total Leverage Ratio shall revert to the level set forth above for the measurement period in which such step down occurs; (b) in no event shall the amount of maximum Consolidated Total Leverage Ratio after giving effect to any Specified Equity Contribution shall be no greater than the amount required such step-up exceed 5.00 to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, 1.00; and (c) Borrower shall not be permitted to make the maximum amount that any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) Consolidated Total Leverage Ratio covenant level may step-up during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution Consolidated Total Leverage Ratio measurement period is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)0.50. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower Parent and its Restricted Subsidiaries shall not permit shall, on any date when Availability is less than the Consolidated First Lien Net Leverage greater of (a) 10% of the Line Cap, and (b) $10,000,000 (the “FCCR Test Amount”), have a Fixed Charge Coverage Ratio of at least 1.00 to 1.00, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Lead Borrower was required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding four fiscal quarter of Borrower ending period thereafter until the date on which Availability is equal to or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00the FCCR Test Amount for 30 consecutive calendar days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (above, cash equity contributions to Parent or for the receipt by Parent of the proceeds from the sale of Qualified Equity Interests in Parent contributed to the Lead Borrower as common equity after the beginning of the final fiscal quarter included in the relevant four fiscal quarter period and on or prior to the day that is the later of 10 Business Days after Parent and its Restricted Subsidiaries become subject to testing the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of BorrowerSection 10.11(a) during for such fiscal quarter or on or prior to and the day that is 10 Business Days after the date financial statements day on which Section 9.01 Financials are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such applicable 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied the Lead Borrower and to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterextent not otherwise applied, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ai) Specified Equity Contributions may be made in respect of no more than two times fiscal quarters in any four fiscal quarter period and no more than five times during the term of this Agreementtimes, (bii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower Parent and its Restricted Subsidiaries to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (ciii) Borrower the Borrowers shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended borrow hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (div) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, Loan Documents and (e) other than as set forth above in this clause (bv) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is mademade or any applicable subsequent periods which include such fiscal quarter, except to the extent the proceeds of the Specified Equity Contribution are thereof have actually applied been used to repay or prepay Indebtedness, but only from and (f) from after the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)fiscal quarter in which such prepayment is made. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) The Borrower and its Restricted Subsidiaries shall not not, directly or indirectly, nor shall it permit any Integra Party or the Parent to, directly or indirectly, permit the Consolidated First Lien Net Total Leverage Ratio at of the end Parent and its consolidated Subsidiaries as of the last day of any Test Period (beginning with the consecutive four fiscal quarter of Borrower period ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), dates identified below to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant ratio set forth in Section 10.11(a) above (or for below opposite such date: Notwithstanding the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) willforegoing, at the request election of Borrowerthe Parent, (x) be applied up to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, the maximum Consolidated Total Leverage Ratio set forth in this grid above may be increased to accommodate a Permitted Acquisition (as defined in the Credit Agreement), as determined by the Parent and as designated in the Compliance Certificate (as defined in the Credit Agreement, a copy of which shall be promptly provided to the Administrative Agent hereunder) or earlier notice given by the Parent in connection with such Permitted Acquisition (as defined in the Credit Agreement) (including for determining any ratios, baskets, representations and warranties or test any Event of Default (as defined in the Credit Agreement,) or Default (as defined in the Credit Agreement) blocker pursuant to Section 1.08 of the Credit Agreement); provided, however, such increase will not otherwise go into effect until the closing of such Permitted Acquisition (as defined in the Credit Agreement); provided, further, that (a) such increase shall only apply for a period of twelve months from and after such Permitted Acquisition and immediately upon the expiration of such twelve month period, the required maximum Consolidated Total Leverage Ratio shall revert to the level set forth above for the measurement period in which such step down occurs; (b) in no event shall the amount of maximum Consolidated Total Leverage Ratio after giving effect to any Specified Equity Contribution shall be no greater than the amount required such step-up exceed 5.00 to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, 1.00; and (c) Borrower shall not be permitted to make the maximum amount that any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) Consolidated Total Leverage Ratio covenant level may step-up during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution Consolidated Total Leverage Ratio measurement period is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)0.50. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries The Borrowers shall not permit the Consolidated First Lien Senior Secured Net Leverage Debt to Consolidated EBITDA Ratio at as of the end last day of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) 5.00:1.00. For purposes of determining compliance with this Section 10.9, the financial covenant set forth in Section 10.11(a) above (or for net cash proceeds from the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity issuance and which shall be contributed in cash to Holdings (which shall be contributed to the common sale of Equity Interests of BorrowerRailAmerica (other than Disqualified Capital Stock) during such fiscal quarter or received by RailAmerica after the end of the relevant Test Period and on or prior to the day date that is 10 Business Days ten days after the date financial statements day on which Section 9.1 Financials are required to be delivered (without giving effect to any grace period) for such the last fiscal quarter pursuant to Section 9.01(a) or (b) (in such 10-Business Day period being referred to herein as the “Interim Period”) Test Period will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterRailAmerica, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants this Section 10.9 at the end of such fiscal quarter Test Period and applicable subsequent periods Test Periods which include such fiscal quarter but not for determining pro forma compliance with this Section 10.9 to determine the permissibility of a transaction (any such equity contribution net cash proceeds so received by RailAmerica and so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that , subject to the following terms and conditions: (a) Specified Equity Contributions may be made no more than two times in any each four fiscal quarter period and period, there shall be at least two fiscal quarters in respect of which no more than five times during the term of this AgreementSpecified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance on a Pro Forma Basis with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofthis Section 10.9, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely disregarded for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement making any other determination herein or any refinancing thereof and other Credit Document, (d) no more than four Specified Equity Contributions shall be disregarded for all other purposes, including for purposes of determining any baskets with respect made prior to the covenants contained herein and in the other Credit DocumentsLatest Maturity Date, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness in connection with the proceeds of any Specified Equity Contribution Contributions for determining compliance with the financial covenant for the fiscal quarter in which such this Section 10.9 and no Specified Equity Contribution is made, except to shall be included as cash for purposes of calculating clause (y) of the extent definition of Consolidated Senior Secured Net Debt and (f) the proceeds of the Specified Equity Contribution are actually applied shall immediately be used to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply in accordance with Section 10.11(a)5.2. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Parent Guarantor will maintain a ratio (athe “Operating Income Leverage Ratio”) Borrower and its Restricted Subsidiaries shall not permit determined on the Consolidated First Lien Net Leverage Ratio at the end last day of any Test Period (beginning with the each fiscal quarter of Borrower ending on or about March 31the Parent Guarantor for the Rolling Period then ended of (i) the aggregate principal amount, 2022without duplication, of (A) when the Aggregate Exposures exceed 40% Consolidated Debt of the total Revolving Commitments at Parent Guarantor described in clauses (a), (c) and (e) of the definition of Debt, plus (B) Excess Guaranty Debt plus (C) preference shares that constitute debt under GAAP to (ii) Consolidated Adjusted Operating Income of the Parent Guarantor for such date Rolling Period of not more than 5.0 to 1.0 (or, if the “Financial Covenant Testing Threshold”) (excluding Existing Credit Agreement remains in effect on the Closing Date, (x) issued if the corresponding ratio in the Existing Credit Agreement has not been amended on or undrawn letters of creditprior to the Closing Date, 4.5 to 1.0 and (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans if the corresponding ratio in the Existing Credit Agreement has been increased on the Closing Date for the first four fiscal quarters after or prior to the Closing Date, such increased amount, but not to exceed 5.0 to 1.0); provided, that if the Existing Credit Agreement includes one or more reductions in such ratio, this Section 5.03 shall automatically include each such reduction. For purposes of calculating the aggregate principal amount of Consolidated Debt of the Parent Guarantor on any such date, (A) there shall be excluded from such calculation any amount in respect of Investment Preferred Stock, Permitted Film Financings and Negative Pickup Arrangements and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders and (B) the currency exchange rate used for such calculation shall be the rate used in the annual or quarterly statement of financial position for such date; provided, however, that, if the Parent Guarantor determines that an average exchange rate is a more accurate reflection of the value of such currency over such Rolling Period, the currency exchange rate used may be, at the option of the Parent Guarantor, the currency exchange rate used for the income statements of the Parent Guarantor for such fiscal quarter. Notwithstanding anything to the contrary in this Agreement, until the Target has become a Subsidiary of the Borrower, any Debt incurred by the Borrower the proceeds of which are to be greater than 6.95 used to 1.00. (b) For finance the Target Acquisition shall be disregarded for purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except 5.03 to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtednessthat, and so long as, such Debt is either held in escrow on customary terms or are held by the Borrower in an account at the Designated Agent or a Lender as unrestricted cash or Cash Equivalents; provided, that if (fi) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Existing Credit Documents that would be available Agreement remains in effect on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.Closing Date and

Financial Covenant. (a) The Lead Borrower and its Restricted Subsidiaries shall not permit shall, on any date when Availability is less than the greater of (a) 12.5% of the Aggregate Commitments, and (b) $10,000,00017,500,000 (the “FCCR Test Amount”), have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of at least 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Lead Borrower was required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when which Availability has exceeded the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date FCCR Test Amount for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.0030 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of the Lead Borrower) during such after the end of the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after the date Lead Borrower and its Restricted Subsidiaries become subject to testing the financial statements are required to be delivered covenant under clause (a) of this Section 10.11 for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of the Lead Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower the Borrowers shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended borrow hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, made and (f) from the date of the Administrative Agent’s receipt of a written notice from the Lead Borrower that the Lead Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) The Lead Borrower and its any Restricted Subsidiaries shall not permit Subsidiary shall, on any date when Availability is less than the Consolidated First Lien Net Leverage Ratio at the end greater of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022a) when the Aggregate Exposures exceed 4010% of the total Revolving Commitments at such date Line Cap, and (b) $60,000,000 (the “Financial Covenant Testing ThresholdFCCR Test Amount”) (excluding (x) issued or undrawn letters ), have a Consolidated Fixed Charge Coverage Ratio of creditat least 1.0 to 1.0, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans tested for the four fiscal quarter period ending on the Closing Date last day of the most recently ended fiscal quarter for which the first four fiscal quarters after the Closing Date), Borrowers were required to be greater than 6.95 to 1.00deliver Section 9.01 Financials. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and common equity or Qualified Preferred Stock or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of the Lead Borrower) during such after the end of the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after the date Lead Borrower and any Restricted Subsidiary become subject to testing the financial statements are required to be delivered covenant under clause (a) of this Section 10.11 for such fiscal quarter pursuant and subsequently on or prior to Section 9.01(a) or (b) the day that is 10 Business Days after the end of each subsequent financial quarter (such 10-Business 10‑Business Day period periods being referred to herein as the “Interim Period”) will, at the request of the Lead Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter twelve consecutive month period and no more than five four times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Lead Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) the Lead Borrower and any Restricted Subsidiary shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended borrow hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, Documents and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay made or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)applicable subsequent periods which include such fiscal quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. At any time an Extension of Credit is outstanding under the Revolving Facility, maintain a Total Leverage Ratio of less than or equal to 6.5:1.0. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance with this Section 5.9, (a) Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end after consummation of any Test Period Permitted Acquisition, (beginning i) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments in accordance with Regulation S-X promulgated under the fiscal quarter Securities Act or otherwise reasonably acceptable to the Company and the Administrative AgentRequired Lenders, and (ii) Indebtedness of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the total Revolving Commitments at first day of such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees applicable period and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), any cash equity contributions contribution (which equity shall be Permitted common equity, Qualified Preferred Equity and which shall be contributed in cash to Holdings (which shall be contributed or other equity having terms reasonably satisfactory to the common Equity Interests Administrative AgentRequired Lenders) made to Holdco after the end of Borrower) during such a fiscal quarter or and on or prior to the day that is 10 ten (10) Business Days after the date day on which financial statements are required to be delivered for with respect to such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrowerthe Company, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 contained herein at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAEBITDA or applied to reduce Consolidated Indebtedness, a “Specified Equity Contribution”); provided that (ai) Specified Equity Contributions may be made no more than two times in any each four fiscal quarter period and period, there shall be at least one fiscal quarter in respect of which no more than five times during the term of this AgreementSpecified Equity Contribution is made, (bii) in each eight fiscal quarter period, there shall be a period of at least four consecutive fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Credit Parties to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofset forth above, (civ) Borrower a Specified Equity Contribution shall only be included in the computation of the financial covenant for purposes of determining compliance by the Credit Parties with this Section 5.9 and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Percentage) and (v) any Consolidated Indebtedness repaid with the proceeds of a Specified Equity Contribution shall not be permitted to make any Borrowings and no Letters deemed repaid for purposes of Credit shall be issuedcalculating the Total Leverage Ratio if, renewedfor purposes of calculating the Total Leverage Ratio, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant such Specified Equity Contribution has been made, unless consented by included in the Required Revolving Lenders, (d) all calculation of Consolidated EBITDA. Upon the making of a Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and Contribution, the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and this Section 5.9 shall be disregarded for all other purposes, including for purposes of determining any baskets with respect recalculated giving effect to the covenants contained herein and increase in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma Consolidated EBITDA or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining Consolidated Indebtedness. If, after giving effect to such recalculation, Holdco is in compliance with the financial covenant for covenant, Holdco shall be deemed to have satisfied the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds requirements of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from financial covenant as of the relevant date of determination with the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the same effect as though there had been no failure to comply with Section 10.11(a)therewith at such date. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) In the event that, at any time, the Excess Availability plus Eligible Cash Collateral (without duplication of Borrowing Base Eligible Cash Collateral) as of such date (after giving effect to the funding of all Revolving Credit Advances and the issuance of all Letter of Credit Advances to be funded or issued as of such date) is less than 10% of the Borrowing Base, then the Borrower and its Restricted Subsidiaries shall not permit be required to maintain, as of the Consolidated First Lien Net Leverage Ratio at last day of any Measurement Period that is also the end of any Test Period a Fiscal Quarter, a Fixed Charge Coverage Ratio of at least 1.00:1.00 until Excess Availability plus Eligible Cash Collateral (beginning with the fiscal quarter without duplication of Borrower ending on or about March 31, 2022Borrowing Base Eligible Cash Collateral) when the Aggregate Exposures exceed 40shall be greater than 10% of the total Revolving Commitments at such date Borrowing Base for a period of fifteen (the “Financial Covenant Testing Threshold”15) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above foregoing clause (or for the financial covenant set forth in the ABL Credit Agreementa), cash any equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed investment made directly or indirectly to the common Equity Interests of Borrower) during such fiscal quarter or Borrower after the First Amendment Effective Date and on or prior to the day that is 10 ten (10) Business Days after the date day on which financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) willa Fiscal Quarter shall, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included Borrower and in the calculation of Consolidated EBITDA solely for event that the purposes of determining compliance with proceeds thereof have been contributed directly or indirectly to the financial covenant set forth in Borrower as common equity, Permitted Preferred Stock or other equity on terms and conditions reasonably acceptable to the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterAdministrative Agent, be included in the calculation of Consolidated EBITDA solely for the purposes purpose of determining compliance with such financial covenants covenant at the end of such fiscal quarter Fiscal Quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ai) in each four consecutive Fiscal Quarter period there shall be at least one Fiscal Quarter in which no Specified Equity Contributions may be Contribution is made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (bii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for Fixed Charge Coverage Ratio. . The Borrower shall maintain, at all times, Excess Availability of at least the fiscal quarter in which such Specified Equity Contribution is made, except greater of (i) $25,000,000 or (ii) ten percent (10%) of the sum of (x) the Loan Cap (calculated without giving effect to the extent Term Pushdown Reserve) plus (y) the proceeds lesser of (A) the outstanding principal balance of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, Term Obligations and (fB) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.Term Borrowing Base. ARTICLE VI—Article VI

Financial Covenant. (a) Borrower Interest-bearing Debt to Total Capitalization. Interest-bearing Debt: $__________ to: Total Capitalization: $__________ 4. For purposes of calculating the Applicable Commitment Fee Rate and its Restricted Subsidiaries shall not permit Applicable Margin, the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% Long Term Debt Ratings of the total Revolving Commitments at Borrower are as follows: S&P ________ ▇▇▇▇▇’▇ ________ Fitch ________ OTTER TAIL CORPORATION By:_______________________________ Title:______________________________ [chief financial officer or other senior financial officer] SECOND AMENDED AND RESTATED GUARANTY (Joint and Several) FOR VALUE RECEIVED and in consideration of entry by the Banks (as defined in the Credit Agreement referred to below) and U.S. BANK NATIONAL ASSOCIATION, as agent for the Banks (in such date capacity, together with it successors and assigns, called the “Agent”) into that certain Fourth Amended and Restated Credit Agreement, dated as of September 30, 2021 (as thereafter amended, modified, extended, renewed, restated or replaced from time to time called the “Credit Agreement”) among the Banks, the Agent and OTTER TAIL CORPORATION, a Minnesota corporation (hereinafter called the “Debtor”), the undersigned corporations (the “Financial Covenant Testing ThresholdGuarantors”) hereby JOINTLY AND SEVERALLY unconditionally guarantee the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations of the Debtor to the Banks or the Agent under the Credit Agreement, each Note issued thereunder, and each other Loan Document (excluding as defined therein), including without limitation all future advances, and all obligations to reimburse the Agent for drawings under all Letters of Credit, and all of such obligations that arise after the filing of a petition by or against the Debtor under the Bankruptcy Code, even if the obligations do not accrue because of the automatic stay under Bankruptcy Code Section 362 or otherwise (xall such obligations being hereinafter collectively called the “Liabilities”), and the Guarantors further jointly and severally agree to pay all expenses (including attorneys’ fees and legal expenses) issued paid or undrawn letters incurred by the Banks or Agent in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this guaranty. The Guarantors agree that, in the event of creditthe dissolution or insolvency of the Debtor or any Guarantor, or the inability of the Debtor or any Guarantor to pay debts as they mature, or an assignment by the Debtor or any Guarantor for the benefit of creditors, or the institution of any proceeding by or against the Debtor or the Guarantor alleging that the Debtor or any Guarantor is insolvent or unable to pay debts as they mature, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, the Guarantors will pay to the Agent forthwith the full amount which would be payable hereunder by the Guarantors if all Liabilities were then due and payable. In addition to, and without limitation of, any rights of the Agent and the Banks under applicable law, if any Event of Default occurs and is continuing under the Credit Agreement, upon written direction by the Agent to such effect any and all deposits (yincluding all account balances, whether provisional or final and whether or not collected or available) cash collateralized letters of credit, guarantees and any other contingent obligations and Indebtedness (zas defined in the Credit Agreement) draws of Revolving Loans on at any time held or owing by the Closing Date for the first four fiscal quarters after the Closing Date), Agent or any Bank to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth credit or account of any Guarantor may be offset and applied toward the payment of the Liabilities and all obligations of the Guarantors hereunder, whether or not the Liabilities and all obligations of the Guarantors hereunder, or any part thereof, shall then be due. This guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the ABL Credit Agreementdissolution of any Guarantor or that at any time or from time to time all Liabilities may have been paid in full). This guaranty is a guaranty of payment and performance and not merely a guaranty of collection. The Guarantors further agree that, if at any time all or any part of any payment theretofore applied by the Agent or the Banks to any of the Liabilities is or must be rescinded or returned by the Agent or the Banks for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Debtor), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) willLiabilities shall, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with this guaranty, to the financial covenant set forth extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the ABL Credit Agreement or any refinancing thereof Agent or the financial covenant under clause Banks, and this guaranty shall continue to be effective or be reinstated, as the case may be, as to such Liabilities, all as though such application by the Agent or the Banks had not been made. The Agent and the Banks may, from time to time, at their sole discretion and without notice to any Guarantor, take any or all of the following actions: (a) be granted a security interest in any property to secure any of the Liabilities or the Guaranty Obligations, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Guarantors, with respect to any of the Liabilities, (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any nature of any other obligor with respect to any of the Liabilities, (d) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (e) resort to any Guarantor for payment of any of the Liabilities, whether or not the Agent and the Banks (i) shall have resorted to any property securing any of the Liabilities or (ii) shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Liabilities including without limitation any other Guarantor (all of the actions referred to in preceding clauses (i) and (ii) being hereby expressly waived by each Guarantor). Any amounts received by the Agent and the Banks from whatsoever source on account of the Liabilities may be applied by it toward the payment of such of the Liabilities, and in such order of application, as the Agent may from time to time elect. Until such time as this guaranty shall have been discontinued and the Agent and the Banks shall have received payment of the full amount of all Liabilities and of all obligations of the Guarantors hereunder, no payment made by or for the account of the Guarantors pursuant to this guaranty shall entitle the Guarantors by subrogation or otherwise to any payment by the Debtor or from or out of any property of the Debtor and the Guarantors shall not exercise any right or remedy against the Debtor or any property of the Debtor by reason of any performance by the Guarantors of this Section 10.11 at guaranty. The Guarantors hereby expressly waive: (a) notice of the end acceptance by the Agent or the Banks of such fiscal quarter this guaranty, (b) notice of the existence or creation or non-payment of all or any of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and applicable subsequent periods which include such fiscal quarterall other notices whatsoever, be included and (d) all diligence in collection or protection of or realization upon the Liabilities or any part thereof, any obligation hereunder, or any security for, or guaranty of, any of the foregoing. Each Bank may from time to time without notice to the Guarantors, assign or transfer its Percentage (as defined in the calculation Credit Agreement) or any or all of Consolidated EBITDA solely the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter this guaranty, and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period each and no more than five times during the term of this Agreement, (b) the amount every immediate and successive assignee or transferee of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement Liabilities or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is madeinterest therein shall, except to the extent the proceeds of the Specified Equity Contribution are actually applied interest of such assignee or transferee in the Liabilities, be entitled to repay the benefits of this guaranty to the same extent as if such assignee or prepay Indebtednesstransferee were such Bank. Unless the Agent shall otherwise consent in writing, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any the sole right to accelerate the Loans or terminate the Commitmentsenforce this guaranty, and none of the Administrative as Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under as provided in the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubtAgreement, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.Agent and the Banks (including any transferee, as provided in the prior paragraph). Each Guarantor hereby warrants to the Agent and the Banks that such Guarantor now has, and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Debtor. Neither the Agent nor the Bank shall have any duty or responsibility to provide the Guarantors with any credit or other information concerning the affairs, financial condition or business of the Debtor which may come into the Agent’s or the Bank’s possession. No delay on the part of the Agent or any Bank in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Agent or any Bank of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this guaranty be binding upon the Agent or any Bank except as expressly set forth in a writing duly signed and delivered on behalf of the Agent and the Required Banks (as defined in the Credit Agreement). No action of the Agent or the Banks permitted hereunder shall in any way affect or impair the rights of the Agent or the Banks and the obligations of the Guarantors under this guaranty. For the purposes of this guaranty, Liabilities shall include all obligations of the Debtor to the Agent or the Banks specified as Liabilities, notwithstanding any right or power of the Debtor or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the obligations of the Guarantors hereunder, and shall specifically include, without limitation, any and all interest, fees or commissions included in the Liabilities and accruing or payable after the commencement of any bankruptcy or insolvency proceedings, notwithstanding any provision or rule of law which might restrict the rights of the Bank to collect such obligations from the Debtor. The obligations of the Guarantors under this guaranty shall be absolute and unconditional irrespective of any circumstance whatsoever which might constitute a legal or equitable discharge or defense of any Guarantor. The Guarantors hereby acknowledge that there are no conditions to the effectiveness of this guaranty. This guaranty shall be binding upon each Guarantor, and upon the successors and assigns of each Guarantor. Wherever possible, each provision of this guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this guaranty. To the extent that any Guarantor shall make a payment under this guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Liabilities satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Liabilities (other than unliquidated obligations that have not yet arisen), and all Commitments and Letters of Credit have terminated or expired or, in the case of all Letters of Credit, are fully collateralized on terms reasonably acceptable to the Agent, and the Credit Agreement has terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. The preceding paragraph is intended only to define the relative rights of the Guarantors, and nothing set forth in such paragraph is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this guaranty. The rights of the indemnifying Guarantors against other Guarantors under the preceding paragraph shall be exercisable upon the full and indefeasible payment of the Liabilities in cash (other than unliquidated obligations that have not yet arisen) and the termination or expiry (or in the case of all Letters of Credit, full collateralization), on terms reasonably acceptable to the Agent, of the Commitments and all Letters of Credit issued under the Credit Agreement and the termination of the Credit Agreement. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing. It is the express intent of the parties hereto that this guaranty be merely an amendment and restatement of that certain Amended and Restated Guaranty dated as of October 29, 2012 delivered by the Guarantors under and as defined therein (the “Existing Guaranty”) and not constitute a novation of its obligations thereunder. Upon the effectiveness of this guaranty, on and after the date hereof, each reference in any other Loan Document to the Existing Guaranty (including any reference therein to “thereunder”, “thereof”, “therein” or words of like import referring thereto) shall mean and be a reference to this guaranty. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS GUARANTY SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. THE AGENT AND THE BANKS (BY ACCEPTING THIS GUARANTY) AND THE GUARANTORS HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. AT THE OPTION OF THE AGENT, THIS GUARANTY MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN MINNEAPOLIS OR ST. ▇▇▇▇, MINNESOTA; AND THE GUARANTORS CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY GUARANTOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS GUARANTY, THE AGENT, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED

Financial Covenant. (a) Borrower The Company and its any Restricted Subsidiaries Subsidiary shall not permit not, on any date when Specified Availability is less than the greater of (a) 10% of the Line Cap, and (b) $50,000,00045,000,000 (the “FCCR Test Amount”) for two consecutive Business Days, have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of less than 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Borrowers were required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when which Specified Availability has exceeded the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date FCCR Test Amount for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.0021 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and common equity) made to the Company (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of Borrowerthe Company) during such after the end of the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after the date Company is required to deliver financial statements are required to be delivered for such fiscal quarter pursuant to under Section 9.01(a) or (b) (such 10-Business Day period periods being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterCompany, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower the Borrowers shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended borrow hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, Documents and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay made or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)applicable subsequent periods which include such fiscal quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) The Borrower and its Restricted Subsidiaries shall not permit shall, on any date when Specified Excess Availability is less than the greater of (a) 10.0% of the Line Cap, and (b) $60,000,000 (the “FCCR Test Amount”), have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of at least 1.00 to 1.00, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Borrower was required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when which Specified Excess Availability has exceeded the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date FCCR Test Amount for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.0030 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of the Borrower) during such after the end of the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered under Section 9.01 for such fiscal quarter pursuant quarter, or with respect to the initial date the FCCR Test Amount is not exceeded, within 10 Business Days after the Borrower and its Restricted Subsidiaries become subject to testing the financial covenant under clause (a) of this Section 9.01(a) or (b) 10.11 (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of the Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) the Borrower shall not be permitted to make any Borrowings and no Letters borrow hereunder or request the issuance, amendment, modification, renewal or extension of a Letter of Credit shall be issued, renewed, extended or amended hereunder (other than renewalsany amendment, extensions modification, renewal or amendments thereof that do extension which does not increase the face value amount of the Letter of Creditthereof) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in with respect to which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, made and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through until the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) So long as any amount owing by any Borrower and its Restricted Subsidiaries under this Agreement remains unpaid or any Lender has any obligation under this Agreement, unless consent is given under Section 12.1 the ratio of Funded Net Debt to EBITDA of the Covenantor shall not permit exceed 4.00:1.00 on the Consolidated First Lien Net Leverage Ratio at the end last day of any Test Period period of four consecutive Financial Quarters; provided, however, that on and after the date of consummation of the Acquisition (beginning with the fiscal quarter "Acquisition Closing Date"), so long as any amount owing by any Borrower under this Agreement remains unpaid or any Lender has any obligation under this Agreement, unless consent is given under Section 12.1, the ratio of Borrower Funded Net Debt to EBITDA of the Covenantor shall not exceed 4.75:1.00 on the last day of any period of four consecutive Financial Quarters ending on or about March 31, 2022) when before the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters which is 24 months after the Acquisition Closing Date), to be greater than 6.95 to 1.00. (b) . For purposes of determining compliance with this Section 8.3 during the financial covenant set forth in Section 10.11(aCalculation Period, if there has been (i) above (or for the financial covenant set forth a material adverse change in the ABL Credit Agreement)business, cash equity contributions (which equity shall be Permitted Equity financial condition, operations, performance or properties of the Acquired Company and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) its Subsidiaries, taken as a whole, or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (bii) the amount occurrence of any Specified Equity Contribution shall be no greater than an insolvency event of the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement type contemplated by Section 9.1 (h) with respect to the financial covenant thereunder Acquired Company (each of (i) or under any refinancing thereof(ii), an "Excluding Event"), then (cx) Borrower EBITDA shall not be permitted to make any Borrowings include the Acquired Company and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except its Subsidiaries only to the extent of cash actually received by the proceeds of Covenantor, the Specified Equity Contribution are actually applied to repay Borrower or prepay Indebtedness, any Designated Subsidiary Guarantor and (fy) from Funded Debt shall be calculated to exclude the date of Funded Debt attributable to the Administrative Agent’s receipt of a written notice from Borrower Acquired Company and its subsidiaries that Borrower intends is non-recourse to exercise the Covenantor and its cure rights under this Section 10.11(b) through the last Business Day of the Interim PeriodSubsidiaries (excluding, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For for the avoidance of doubt, the financial covenant set forth in Acquired Company and its subsidiaries)"; (g) amending Article 10 to add the following as Section 10.11(a) is solely for the benefit of the Revolving Lenders.10.15:

Financial Covenant. (aI) Unless the Borrower Opt-Out Election (as defined below) has been made, in respect of the Term A1 Loans and its Restricted Subsidiaries shall commencing with the Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(b) in respect of the fiscal quarter ended March 31, 2022 (the “Initial Test Period”) and for each Test Period thereafter, if the aggregate amount of outstanding Revolving Credit Loans (including Swingline Loans) and L/C Obligations (excluding the face amount of undrawn Letters of Credit that are Cash Collateralized or backstopped or otherwise do not exceed $10,000,000 in the aggregate) exceeds 35.0% of the aggregate Revolving Credit Commitments under the Revolving Credit Facility, permit the Consolidated First Lien Secured Net Leverage Ratio at as of the end last day of any Test Period to exceed (beginning i) in the case of the Initial Test Period, 6.50:1.00, (ii) in the case of the first Test Period following the Initial Test Period, 6.00:1.00 and (iii) in the case of each Test Period thereafter, 4.75:1.00; provided that, for purposes of determining Consolidated EBITDA in the calculation of the Consolidated Secured Net Leverage Ratio pursuant to Section 7.11 for (1) the Initial Test Period, “Consolidated EBITDA” shall be the sum of Consolidated EBITDA reported to the Lenders (or, to the extent reported in respect of a quarter ending prior to the Closing Date, the Lenders under the Existing Senior Secured Credit Facility) for the first fiscal quarter of the Borrower in 2022, the second fiscal quarter of the Borrower in 2019 and the third and fourth fiscal quarters of the Borrower in 2018 (determined as if the same were a single accounting period); (2) the first Test Period following the Initial Test Period, Consolidated EBITDA shall be the sum of Consolidated EBITDA reported to the Lenders (or, to the extent reported in respect of a quarter ending prior to the Closing Date, the Lenders under the Existing Senior Secured Credit Facility) for the first and second fiscal quarters of the Borrower in 2022 and the first and second fiscal quarters of the Borrower in 2019 (determined as if the same were a single accounting period); and (3) the second Test Period following the Initial Test Period, Consolidated EBITDA shall be the sum of Consolidated EBITDA reported to the Lenders (or, to the extent reported in respect of a quarter ending prior to the Closing Date, the Lenders under the Existing Senior Secured Credit Facility) for the first, second and third fiscal quarters of the Borrower in 2022 and the second fiscal quarter of the Borrower in 2019 (determined as if the same were a single accounting period); provided, further, that, for the avoidance of doubt, “Consolidated EBITDA” as determined for any fiscal quarter pursuant to the preceding proviso shall in all cases be calculated on a Pro Forma Basis and be adjusted in accordance with Section 1.08 to give effect to any Specified Transaction occurring during or after, as applicable, any such fiscal quarter. (II) At any time on and after the Borrower Opt-Out Election, in respect of the Term A1 Loans and commencing with the first Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or (b) in respect of the first fiscal year or fiscal quarter ended after the Borrower Opt-Out Election has been made and for each Test Period thereafter, if the aggregate amount of outstanding Revolving Credit Loans (including Swingline Loans) and L/C Obligations (excluding the face amount of undrawn Letters of Credit that are Cash Collateralized or backstopped or otherwise do not exceed $10,000,000 in the aggregate) exceeds 35.0% of the aggregate Revolving Credit Commitments under the Revolving Credit Facility, permit the Consolidated Secured Net Leverage Ratio as of the last day of any Test Period to exceed 4.75:1.00. (b) At all times from and after the Closing Date until the date of the delivery of financial statements pursuant to Section 6.01(b) in respect of the fiscal quarter ended September 30, 2022 (the “Covenant Restriction Period”), unless (x) at any time during the Covenant Restriction Period, (I) the aggregate amount of Borrower ending on outstanding Revolving Credit Loans (including Swingline Loans) and L/C Obligations (excluding the face amount of undrawn Letters of Credit that are Cash Collateralized or about March 31, 2022backstopped or otherwise do not exceed $10,000,000 in the aggregate) when the Aggregate Exposures exceed 40is less than 35.0% of the total aggregate Revolving Credit Commitments under the Revolving Credit Facility at such date time and (II) the Borrower shall have delivered an irrevocable written notice to the Administrative Agent, electing to terminate permanently the restrictions in this Section 7.11(b) on the basis of compliance with preceding clause (I) (the conditions described in this clause (x), the “Financial Covenant Testing ThresholdBorrower Opt-Out Election”) or (excluding y) the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08 after giving effect to the applicable transaction but, for this purpose, disregarding clause (y) of the first proviso appearing in the first sentence of Section 1.08(a) and instead giving effect to clause (ii) of the first sentence of each of Sections 1.08(b) and (d) as if such determination were not made pursuant to Section 7.11) is less than or equal to 4.75:1.00 (as of the last day of the most recently ended Test Period) (the conditions described in the exceptions provided for in clause (x) issued or undrawn letters of credit(y), the “Applicable Covenant Restriction Fall-Away Conditions”): (i) [reserved]; (ii) incur any Incremental Loans pursuant to Section 2.14; (iii) designate any Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.14; (iv) form or create any Non-Recourse Subsidiaries; (v) make any Investment pursuant to Section 7.02(c)(i) (other than with respect to Investments in (x) any Loan Party or (y) any Restricted Subsidiary which is not a Loan Party in the form of intercompany loans evidenced by an Intercompany Note pledged to the Administrative Agent or the Mexican Collateral Agent, as applicable; provided no Investments shall be made to Non-Recourse Subsidiaries in reliance on this clause (y)), 7.02(c)(ii) (other than Investments in the 2020 Designated Unrestricted Subsidiaries made in cash collateralized letters (i) in the ordinary course of creditbusiness to fund such 2020 Designated Unrestricted Subsidiaries’ operating expenses and maintenance capital expenditures, guarantees (ii) in such amounts as may be required to pay scheduled amortization and interest payments, fees and other amounts under the 2020 Unrestricted Subsidiary Indebtedness when and as the same become due and payable in accordance with the terms thereof (as originally in effect and without giving effect to any amendments, restatements, renewals, restructurings, extensions, supplements or other contingent obligations modifications thereto that are adverse to the interests of the Term A1 Lenders) or (iii) in an aggregate amount not to exceed $50,000,000 at any time outstanding; provided that (I) Investments shall only be permitted to pursuant to preceding clauses (i) and (zii) draws if the 2020 Designated Unrestricted Subsidiaries would have insufficient liquidity (as reasonably determined in good faith by the Borrower) to operate in the ordinary course of Revolving Loans on business if the 2020 Designated Unrestricted Subsidiaries were to make such payments without the benefit of such Investments, (II) Investments shall only be permitted pursuant to preceding clauses (i), (ii) and (iii) if made by a Loan Party in the form of intercompany loans evidenced by an Intercompany Note pledged to the Administrative Agent or the Mexican Collateral Agent, as applicable, and (III) Investments permitted to be made pursuant to preceding clause (iii) after the Closing Date for shall be reduced on a dollar-for-dollar basis by the first four fiscal quarters amount of Investments made pursuant to Section 7.02(n) after the Closing Date), 7.02(i) or 7.02(n) (other than Investments in the 2020 Designated Unrestricted Subsidiaries made in cash (i) in the ordinary course of business to fund such 2020 Designated Unrestricted Subsidiaries’ operating expenses and maintenance capital expenditures, (ii) in such amounts as may be required to pay scheduled amortization and interest payments, fees and other amounts under the 2020 Unrestricted Subsidiary Indebtedness when and as the same become due and payable in accordance with the terms thereof (as originally in effect and without giving effect to any amendments, restatements, renewals, restructurings, extensions, supplements or other modifications thereto that are adverse to the interests of the Term A1 Lenders) or (iii) in an aggregate amount not to exceed $175,000,000 at any time outstanding; provided that (I) Investments shall only be permitted to pursuant to preceding clauses (i) and (ii) if the 2020 Designated Unrestricted Subsidiaries would have insufficient liquidity (as reasonably determined in good faith by the Borrower) to operate in the ordinary course of business if the 2020 Designated Unrestricted Subsidiaries were to make such payments without the benefit of such Investments, (II) Investments shall only be permitted pursuant to preceding clauses (i), (ii) and (iii) if made by a Loan Party in the form of intercompany loans evidenced by an Intercompany Note pledged to the Administrative Agent or the Mexican Collateral Agent, as applicable, and (III) Investments permitted to be greater than 6.95 made pursuant to 1.00. preceding clause (biii) For purposes of determining compliance with after the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity Closing Date shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to reduced on a dollar-for-dollar basis by the common Equity Interests amount of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter Investments made pursuant to Section 9.01(a7.02(c)(ii) after the Closing Date); (vi) create, incur, assume or (b) (such 10-Business Day period being referred suffer to herein as the “Interim Period”) will, at the request of Borrower, exist (x) be applied any Indebtedness pursuant to reduce Section 7.03(g), 7.03(q) or 7.03(s) (but solely to the Revolving Facility exposure to a level below extent such Permitted Ratio Debt is incurred by Restricted Subsidiaries that are not Subsidiary Guarantors as contemplated by the Financial Covenant Testing Threshold definition of “Permitted Ratio Debt”) or (y) be included any Non-Recourse Indebtedness; (vii) merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transaction) all or substantially all of its assets pursuant to Section 7.04(d), 7.04(e) or 7.04(f); (viii) (x) make any Disposition pursuant to (A) Section 7.05(d) (solely with respect to Dispositions to any Restricted Subsidiary which is not a Loan Party), 7.05(m) or 7.05(o) (other than grants of security interests in the calculation Equity Interests of Consolidated EBITDA solely for the purposes 2020 Designated Unrestricted Subsidiaries securing the 2020 Unrestricted Subsidiary Indebtedness), in each case, unless agreed in writing by the Administrative Agent (acting at the direction of determining compliance the Required Lenders), or (B) Section 7.05(j), unless, in addition to satisfying the requirements thereof, (1) the gross proceeds of such Disposition would be equal to or greater than the appraised value of the property subject to such Disposition (as determined by a reputable appraiser of national standing that complies with the financial covenant set forth Uniform Standards of Professional Appraisal Practice or is otherwise reasonably satisfactory to the Administrative Agent), (2) if the gross proceeds of such Disposition would be less than the appraised value of the property subject to such Disposition (as determined by a reputable appraiser of national standing that complies with the Uniform Standards of Professional Appraisal Practice or is otherwise reasonably satisfactory to the Administrative Agent), the Administrative Agent (acting at the direction of the Required Lenders) shall have agreed in writing to such Disposition or (3) if no appraisal (or qualifying appraisal) is available with respect to the property subject to such Disposition, the Administrative Agent (acting at the direction of the Required Lenders) shall have agreed in writing to such Disposition, or (y) in any event, Dispose of any property or asset subject to the mandatory repayment provision in Section 2.05(b)(ii)(1) without applying the Net Proceeds therefrom in accordance with the requirements of Section 7.11(d)(i); (ix) make any Restricted Payment pursuant to Section 7.06(h), 7.06(i), 7.06(l), 7.06(n) or 7.06(o); (x) make any prepayment, purchase or redemption of any Junior Financing pursuant to Section 7.13(a)(D), (F) and (G); or (xi) purchase any Term Loans from any Lender pursuant to Section 10.07(k); (c) At any time during the Covenant Restriction Period, unless one or both of the Applicable Covenant Restriction Fall-Away Conditions have been satisfied at such time, permit the Minimum Required Liquidity as of the last day of any calendar month to be less than $70,000,000. (d) At all times from and after the Second Amendment Effective Date through the Maturity Date (or such earlier date upon which the Term Facility is terminated and all related Obligations are paid in full), and without limiting the additional restrictions of Section 7.11(b) (to the extent then applicable): (i) Dispose of any property or asset subject to the mandatory repayment provision in Section 2.05(b)(ii)(1) without applying (A) in the ABL Credit Agreement case of the first $100,000,000 of the Net Proceeds received in connection with any such Disposition, (1) 50% of such Net Proceeds in accordance with the terms of Section 2.05(b)(ii) (for this purpose, without giving effect to any reinvestment rights in respect thereof) and (2) 50% of the Net Proceeds (for this purpose, determined as if the reinvestment cut-off dates in the definition thereof were 12 months and 18 months (instead of 18 months and 24 months, respectively)) in accordance with the terms of Section 2.05(b)(ii) and (B) in the case of any additional Net Proceeds in excess of $100,000,000 in respect of any such Disposition, 100% of such Net Proceeds in accordance with the terms of Section 2.05(b)(ii) (for this purpose, without giving effect to any reinvestment rights in respect thereof) until the Borrower (I) is in compliance, on a Pro Forma Basis, with a Consolidated Secured Net Leverage Ratio of less than or equal to 4.75:1.00 and (II) has delivered an officer’s certificate to the Administrative Agent demonstrating such compliance (together with calculations therefor in reasonable detail); provided, however, that (A) (1) if the Consolidated Secured Net Leverage Ratio is less than or equal to 4.75:1.00 (calculated on Pro Forma Basis as of the last day of the most recently ended Test Period) and (2) the Borrower has delivered an officer’s certificate to the Administrative Agent demonstrating such compliance (together with calculations therefor in reasonable detail), the additional restrictions described in this Section 7.11(d)(i) shall no longer apply and (B) the additional restrictions described in this Section 7.11(d)(i) shall not apply with respect to any refinancing thereof Disposition of the property known as Dreams Puerto Aventuras; (ii) designate any Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 6.14, unless, after giving effect to such designation, on a Pro Forma Basis, the Consolidated Secured Net Leverage Ratio is less than or equal to 4.75:1.00 (calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period); (iii) form or create any Non-Recourse Subsidiaries; (iv) [reserved]; (v) incur any additional Indebtedness pursuant to Section 7.03(m); (vi) in the case of any Loan Party, make any Investments in Unrestricted Subsidiaries, unless made in the form of intercompany loans evidenced by an Intercompany Note pledged to the Administrative Agent or the financial covenant under clause Mexican Collateral Agent, as applicable; (avii) make any Investment pursuant to Section 7.02(c) in respect of this Section 10.11 joint ventures or other similar agreements of partnership in respect of Persons that are not Subsidiaries, unless at the end of such fiscal quarter time of, and applicable subsequent periods which include such fiscal quarterafter giving effect to, be included in the calculation of utilization thereof, the Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter Secured Net Leverage Ratio (any such equity contribution so included in the calculation of Consolidated EBITDA, calculated on a “Specified Equity Contribution”); provided that (aPro Forma Basis) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than 4.75:1.00; and (viii) make Investments pursuant to Section 7.02(n) or (s), unless at the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under time of, and after giving effect to, the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing utilization thereof, the Consolidated Secured Net Leverage Ratio (ccalculated on a Pro Forma Basis) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma greater than 4.75:1.00; (ix) make Restricted Payments pursuant to (A) Section 7.06(h) or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except (to the extent made with an Excluded Contribution) Section 7.06(l), unless at the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtednesstime of, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubtafter giving effect to, the financial covenant set forth in Section 10.11(a) is solely for utilization thereof, the benefit of the Revolving Lenders.Consolidate

Financial Covenant. (ab) Borrower and its Restricted Subsidiaries shall not During the continuance of any Compliance Event, subject to clause (b) below, permit the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio at to be less than 1.00:1.00, tested immediately upon the end occurrence of any a Compliance Event and as of the last day of the most recent Test Period (beginning with during the fiscal quarter continuance of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00a Compliance Event. (bc) For purposes Notwithstanding anything to the contrary contained in Section 9, in the event of determining compliance with any Event of Default occurring as a result of a breach of the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement8.18(a), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to until the common Equity Interests expiration of Borrower) during such fiscal quarter or on or prior to the tenth day that is 10 Business Days after the date on which the financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a7.1(a) or (b) (such 10-Business Day period being referred ), as applicable, with respect to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterhereunder, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter Intermediate Holdings may issue equity (any provided such equity contribution so included issuance does not result in a Change in Control and constitutes common equity or which is not Disqualified Stock) and contribute the calculation net cash proceeds received therefrom to the capital of Consolidated EBITDA, New Holdings as cash common equity (a “Specified Equity Contribution”); provided ) in order to remediate any Event of Default that (ahas occurred with respect to Section 8.18(a) for such fiscal quarter. Upon receipt of such Specified Equity Contributions may Contribution in accordance with the immediately preceding sentence, the amount of the proceeds thereof shall, solely for the purposes (and subject to the limitations) hereinafter described in this Section 8.18(b), increase Consolidated EBITDA with respect to such applicable fiscal quarter (and any subsequent period of four consecutive fiscal quarters that includes such fiscal quarter) and if, after giving effect to such increase in Consolidated EBITDA, New Holdings and its Subsidiaries shall then be made no more than two times in any compliance with the requirements of Section 8.18(a), New Holdings shall be deemed to have satisfied the requirements set forth therein as of the relevant four fiscal quarter period with the same effect as though there had been no failure to comply therewith at such date, and no more than five times during the term applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement, ; provided that such net cash proceeds (bi) are actually received by New Holdings (through a capital contribution of such proceeds by Intermediate Holdings to New Holdings) no later than ten days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of any Default under Section 8.18(a) for such period. The parties hereto acknowledge that a given Specified Equity Contribution shall may not be no greater counted as having been made in more than the amount required one fiscal quarter. The parties hereby acknowledge that this Section 8.18(b) may not be relied on for purposes of calculating any financial ratios other than as applicable to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (cSection 8.18(a) Borrower and shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including included for purposes of determining pricing, fees or any financial ratio-based conditions (including, without limitation, compliance with any covenant or condition other than Section 8.18(a) itself which requires a determination of whether the financial covenant in Section 8.18(a) is satisfied, whether or not same would otherwise be applicable) or any baskets with respect to the covenants or conditions contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there Agreement. There shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution (including by way of netting) for purposes of determining compliance with Section 8.18(a) in the 127 AMERICAS 94977503 fiscal quarter in which a Specified Equity Contribution is made; provided that such Specified Equity Contribution may reduce Indebtedness in a subsequent fiscal quarter. (i) In each period of four consecutive fiscal quarters, there shall be at least two fiscal quarters in which no cure set forth in Section 8.18(b) is made. In addition, any reduction in Indebtedness (or increase in cash for netting purposes) with the proceeds of any Specified Equity Contribution made pursuant to Section 8.18(b) shall be ignored for purposes of determining compliance with the financial covenant set forth in Section 8.18(a), except for determinations, including increases in cash for netting purposes, made pursuant to Section 8.18(a) for fiscal quarters after the respective fiscal quarter in which such Event of Default is remediated by such Specified Equity Contribution. (ii) There shall be no more than five cures under Section 8.18(a) from the date hereof through the Latest Maturity Date. (iii) If notice has been delivered to the Administrative Agent of a Specified Equity Contribution is made, except (such notice to be delivered on or prior to the extent date on which the proceeds applicable financial statements are required to be delivered and containing reasonable detail on the terms and conditions of the Specified Equity Contribution are actually applied to repay or prepay IndebtednessContribution), and (f) then from the date last day of the Administrative Agent’s fiscal quarter related to such cure notice until the required date for receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim PeriodSpecified Equity Contribution, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans no Default or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from shall have occurred under the failure Loan Documents with respect to comply with any default under Section 10.11(a). (c8.18(a) For for which such cure notice was delivered unless the avoidance of doubt, the financial covenant fifteen day period set forth in Section 10.11(aclause (a) is solely for above has expired without the benefit Specified Equity Contribution having been received; provided that until the occurrence of the satisfaction of the conditions in Section 6.2 and the receipt of such Specified Equity Contribution, no Lender shall be obligated to make any Revolving LendersLoan, no Swing Line Loans shall be made and no Issuing Bank shall issue any Letter of Credit.

Financial Covenant. (a) The Borrower and its Restricted Subsidiaries shall not permit permit, as of any Compliance Date following the date on which the Borrower incurs Incremental Term Loans in excess of $50,000,000: (i) the Debt Service Coverage Ratio to be less than the Minimum DSCR; and (ii) the Consolidated First Lien Total Net Leverage Ratio at to exceed the end of any Test Period Maximum Leverage Ratio (beginning with the fiscal quarter of Borrower ending on Section 7.14(a)(i) and (ii) individually or about March 31collectively, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (as applicable, the “Financial Covenant Testing ThresholdCovenant”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance In the event that the Borrower fails to comply with the financial covenant Financial Covenant set forth in Section 10.11(a7.14(a) above (or for the financial covenant set forth in the ABL Credit Agreementa “Financial Covenant Default”), cash equity contributions the Borrower shall have the limited right to cure such Financial Covenant Default on the following terms and conditions (which equity such right, the “Cure Right”): (i) If the Borrower desires to cure a Financial Covenant Default, then the Borrower shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed deliver to the common Equity Interests Administrative Agent irrevocable written notice of Borrowerits intent to cure (a “Cure Notice”) during such fiscal quarter or on or prior to the day that is 10 no later than three (3) Business Days after the date financial statements are required relevant Compliance Date. The Cure Notice shall set forth the calculation of the applicable Financial Covenant Cure Amount (as defined below). In the event the Borrower intends to be delivered for such fiscal quarter use proceeds available pursuant to Section 9.01(apriority tenth of the Priority of Payments to cure such failure, the Borrower shall also deliver an irrevocable direction to the Collateral Agent and Account Bank (with a copy to the Administrative Agent) or to apply all amounts that are available pursuant to priority tenth of the Priority of Payments on the immediately following Payment Date necessary to cure such Financial Covenant Default. (bii) (such 10-Business Day period being referred If the Borrower delivers a Cure Notice with respect to herein as a Financial Covenant Default to the “Interim Period”) willAdministrative Agent, at then the request of BorrowerBorrower may obtain a Retained Collections Contribution in an aggregate amount not less, nor more, than the Financial Covenant Cure Amount, no later than (x) ten (10) Business Days if such cure will be applied made through a cash deposit using proceeds unrelated to reduce the Revolving Facility exposure to a level below application of the Financial Covenant Testing Threshold or Priority of Payments on the immediately following Payment Date and (y) be included the immediately following Payment Date if the Borrower intends to cure such Financial Covenant Default using amounts available pursuant to priority tenth of the Priority of Payments, in each case, after the relevant Compliance Date (the “Required Contribution Date”). The “Financial Covenant Cure Amount” shall equal a Dollar amount equal to the minimum amount which, when added to the Aggregate Annualized Run Rate Net Cash Flow as of the last day of the most recently ended financial quarter, would result in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be Borrower’s being in pro forma compliance with the Financial Covenant as of such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)Compliance Date. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. Tenant covenants and agrees that it shall comply with the following financial covenants during the Term: (a) Borrower Tenant shall maintain an unrestricted and its Restricted Subsidiaries shall not permit unencumbered balance of at least $600,000.00 with a U.S. banking institution in cash and cash equivalent financial instruments ("CCE") (the Consolidated First Lien Net Leverage Ratio at "REQUIRED CCE FLOOR BALANCE") during the end of any Test Period (beginning with first Lease Year. On the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% first day of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees second Lease Year and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for first day of each succeeding Lease Year thereafter, the first four fiscal quarters after the Closing Date)Required CCE Floor Balance shall increase automatically, and without notice, to be greater than 6.95 an amount equal to 1.00.one hundred three percent (103%) of the Required CCE Floor Balance applicable during the immediately preceding Lease Year; and (b) For purposes Tenant shall maintain net current assets (determined in accordance with generally accepted accounting principles ("GAAP")) of determining not less than $3,600,000.00 (the "REQUIRED NCA AMOUNT"). To facilitate Landlord's verification of Tenant's compliance with these financial maintenance covenants, Tenant shall deliver reasonably satisfactory evidence (the "COMPLIANCE DOCUMENTS") to Landlord of its compliance with its obligation to maintain the applicable Required CCE Floor Balance and the Required NCA Amount. During any period that Tenant is a publicly-traded U.S. Company, Tenant's compliance with the financial covenant set forth in reporting required by Section 10.11(a) above (or for the 16.12 shall be sufficient to satisfy Tenant's obligation to deliver such Compliance Documents. During any period that Tenant is not a publicly-traded U.S. company, Tenant's delivery of financial covenant set forth statements in the ABL Credit Agreement), cash equity contributions (which equity form required by Subsection 16.12.1 hereof substantiating the current CCE balance on deposit and the value of Tenant's net current assets shall be Permitted Equity sufficient to satisfy Tenant's obligation to deliver such Compliance Documents provided that the same are delivered to Landlord (i) within ten (10) business days following Landlord's written request therefor, and which shall be contributed (ii) within thirty (30) days following the end of the quarter of each fiscal year during the Term, in cash to Holdings (which shall be contributed to each case together with an officer's certificate confirming Tenant's compliance with the common Equity Interests of Borrowercovenants stated in Subsection 4.1.6(a) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or and (b) (above. Tenant shall also notify Landlord and deliver such 10-Business Day period being referred Compliance Documents to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level Landlord immediately if Tenant's CCE decreases below the Financial Covenant Testing Threshold applicable Required CCE Floor Balance or Tenant's net current assets (ydetermined in accordance with GAAP) be included in decreases below the calculation Required NCA Amount. In addition, Tenant shall deliver the same financial information to Landlord's institutional lenders and venture partners within ten (10) days following written request therefor by such requesting party (subject to delivery to Tenant of Consolidated EBITDA solely for the purposes of determining compliance a commercially reasonable confidentiality agreement with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of regard to such fiscal quarter and applicable subsequent periods financing information, which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution requirement shall be no greater more often than twice in any calendar year, exclusive of any request in connection with the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder sale or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of CreditProperty. If Tenant fails to deposit and maintain the "Security Deposit" (as defined below) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein amounts and in the other Credit Documentsmanner stated herein, (e) other than as set forth above in this clause (b) there such event shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of constitute an Event of Default resulting from the failure for which Tenant shall not be entitled to comply with Section 10.11(a)any notice or cure period under Article 13. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. None, as long as Excess Availability is not less than, for three consecutive business days, the greater of (a) 10% of the Line Cap, and (b) $80 million. In the event that Excess Availability falls below such threshold for three consecutive business days, the Borrower and its Restricted Subsidiaries shall will not permit the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio at to be less than 1.00:1.00 for the end four consecutive fiscal quarters ended as of any Test Period (beginning with the immediately preceding fiscal quarter of Borrower ending on for which financial statements have been or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), are required to be greater than 6.95 delivered. Once tested, the financial covenant shall continue to 1.00. (b) be tested on a quarterly basis until the Borrower exceeds the threshold for 25 consecutive days. For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above covenant, any cash equity (or for which to the financial covenant set forth in extent constituting other than common equity will be on terms and conditions reasonably acceptable to the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed Administrative Agent) contribution made to the common Equity Interests Borrower after the beginning of Borrower) during such the relevant fiscal quarter or after the Closing Date and on or prior to the day that is 10 Business Days (i) with respect to a breach of the financial Fixed Charge Coverage Ratio that occurs on the date that such financial covenant is triggered, the date that is ten (10) days after such trigger date or (ii) otherwise, the date that is ten (10) days after the date on which financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of the Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); , provided that (a) in each four consecutive fiscal quarter period, there shall be at least one fiscal quarter in respect of which no Specified Equity Contribution is made, (b) no more than five Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreementthe ABL Facility, (bc) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenderscovenant, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for the purposes of determining any baskets with respect to the covenants and the Borrowing Base contained herein and in the other Credit Documents, ABL Facility and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except ; provided that to the extent such proceeds are applied to prepay indebtedness, such reduction may be given effect in determining compliance with the proceeds of financial covenant for fiscal quarters after the fiscal quarter in which such Specified Equity Contribution are actually applied is made. The ABL Lenders shall not be obligated to repay or prepay Indebtedness, and (f) from extend additional credit under the date ABL Facility during the period between the breach of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through Financial Covenant and the last Business Day consummation of the Interim Period, neither the Administrative Agent nor exercise of any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)Specified Equity Contribution. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower The Company and its any Restricted Subsidiaries Subsidiary shall not permit not, on any date when Specified Availability is less than the greater of (a) 10% of the Line Cap and (b) $45,000,00040,000,000 (the “FCCR Test Amount”) for two consecutive Business Days, have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of less than 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Borrowers were required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when which Specified Availability has exceeded the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date FCCR Test Amount for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.0021 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and common equity) made to the Company (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of Borrowerthe Company) during such after the end of the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after the date Company is required to deliver financial statements are required to be delivered for such fiscal quarter pursuant to under Section 9.01(a) or (b) (such 10-Business Day period periods being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterCompany, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower the Borrowers shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended borrow hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, Documents and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay made or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)applicable subsequent periods which include such fiscal quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. At any time an Extension of Credit is outstanding under the Revolving Facility, maintain a Total Leverage Ratio of less than or equal to 6.5:1.0. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance with this Section 5.9, (a) Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end after consummation of any Test Period Permitted Acquisition, (beginning i) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments in accordance with Regulation S-X promulgated under the fiscal quarter Securities Act or otherwise reasonably acceptable to the Company and the Administrative Agent, and (ii) Indebtedness of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the total Revolving Commitments at first day of such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees applicable period and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), any cash equity contributions contribution (which equity shall be Permitted common equity, Qualified Preferred Equity and which shall be contributed in cash to Holdings (which shall be contributed or other equity having terms reasonably satisfactory to the common Equity Interests Administrative Agent) made to Holdco after the end of Borrower) during such a fiscal quarter or and on or prior to the day that is 10 ten (10) Business Days after the date day on which financial statements are required to be delivered for with respect to such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrowerthe Company, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 contained herein at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAEBITDA or applied to reduce Consolidated Indebtedness, a “Specified Equity Contribution”); provided that (ai) Specified Equity Contributions may be made no more than two times in any each four fiscal quarter period and period, there shall be at least one fiscal quarter in respect of which no more than five times during the term of this AgreementSpecified Equity Contribution is made, (bii) in each eight fiscal quarter period, there shall be a period of at least four consecutive fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Credit Parties to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofset forth above, (civ) Borrower a Specified Equity Contribution shall only be included in the computation of the financial covenant for purposes of determining compliance by the Credit Parties with this Section 5.9 and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Percentage) and (v) any Consolidated Indebtedness repaid with the proceeds of a Specified Equity Contribution shall not be permitted to make any Borrowings and no Letters deemed repaid for purposes of Credit shall be issuedcalculating the Total Leverage Ratio if, renewedfor purposes of calculating the Total Leverage Ratio, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant such Specified Equity Contribution has been made, unless consented by included in the Required Revolving Lenders, (d) all calculation of Consolidated EBITDA. Upon the making of a Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and Contribution, the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and this Section 5.9 shall be disregarded for all other purposes, including for purposes of determining any baskets with respect recalculated giving effect to the covenants contained herein and increase in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma Consolidated EBITDA or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining Consolidated Indebtedness. If, after giving effect to such recalculation, Holdco is in compliance with the financial covenant for covenant, Holdco shall be deemed to have satisfied the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds requirements of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from financial covenant as of the relevant date of determination with the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the same effect as though there had been no failure to comply with Section 10.11(a)therewith at such date. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) So long as any Lender shall have any Credit Exposure or any Commitment hereunder, the Borrower and its Restricted Subsidiaries shall will not permit the Consolidated First Lien Net Leverage Ratio as of the last day of each fiscal quarter, to exceed 3.50 to 1.00; provided that, at the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% election of the total Revolving Commitments at such date Borrower (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters prior written notice of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash given to Holdings (which the Administrative Agent), following the consummation of any Material Acquisition, the maximum Leverage Ratio permitted under this Section 5.03 shall be contributed increased to the common Equity Interests of Borrower) during such fiscal quarter or on or prior 4.00 to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein 1.00 as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter last day of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution Material Acquisition is made, except to the extent the proceeds consummated and as of the Specified Equity Contribution are actually applied last day of each of the three immediately succeeding fiscal quarters (the period during which any such increase in the Leverage Ratio shall be in effect being called a “Leverage Increase Period”); provided, further, that the Borrower may terminate a Leverage Increase Period at any time by providing written notice to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt . Upon the expiration or termination of a written notice from Leverage Increase Period, the maximum Leverage Ratio shall be reduced to 3.50 to 1.00 until the Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through subsequently consummates another Material Acquisition (whereupon a new Leverage Increase Period may be commenced as provided above); provided that, a new Leverage Increase Period may not be commenced until at least two full fiscal quarters shall have elapsed following the last Business Day expiration or termination of the Interim Period, neither prior Leverage Increase Period with the Administrative Agent nor any Lender Leverage Ratio at no greater than 3.50 to 1.00. There shall have any right be no more than three Leverage Increase Periods prior to accelerate the Loans or terminate the Commitments, and none Termination Date.” (v) Section 8.02(b) of the Administrative Agent nor any Lender shall have any right Existing Credit Agreement is hereby amended by adding the following at the beginning thereof: “Subject to foreclose on or take possession Section 2.12(b),” (w) Section 8.03(b) of the Collateral or exercise Existing Credit Agreement is hereby amended by adding the following at the end thereof: “This Section 8.03(b) shall not apply with respect to Taxes other than any other right or remedy under the Credit Documents Taxes that would be available on the basis of an Event of Default resulting represent losses, claims, damages, etc. arising from the failure to comply with Section 10.11(a)any non-Tax claim.” (cx) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a8.04(c)(iii) is solely for the benefit of the Revolving Lenders.Existing Credit Agreement is hereby amended and restated in its entirety as follows:

Financial Covenant. (a) The definitive documentation will contain only the following financial covenant with respect to the Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien restricted subsidiaries on a consolidated basis: • a Net Total Leverage Ratio set at the end of any Test Period Financial Covenant Ratio Level (beginning with as defined in the fiscal quarter of Borrower ending on or about March 31, 2022Fee Letter) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant”). The Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters will be tested as of creditthe last day of each fiscal quarter, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for with the first four quarterly covenant test to commence as of the last day of the first full fiscal quarters quarter ending after the Closing Date), to be greater than 6.95 to 1.00. (b) . For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)Financial Covenant, any cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings contribution (which shall be common equity or otherwise in a form reasonably acceptable to the Agent) made to Redwood Holdings and contributed to the common Equity Interests Borrower after the first day of Borrower) during such fiscal the applicable quarter or and on or prior to the day that is 10 Business Days business days after the date day on which financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) will be included in the calculation of Consolidated consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants Financial Covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) no more than five Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreementthe Facilities, (bc) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving LendersFinancial Covenant, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained herein and in the other Credit Documentsdefinitive documentation for the Facilities, and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant Financial Covenant for the fiscal quarter in respect of which such Specified Equity Contribution is made, except to the extent the proceeds made (either directly through prepayment or indirectly as a result of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date netting of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(aunrestricted cash). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. Maximum Total Leverage Ratio covenant The financial covenant contemplated above shall have levels to be agreed and related defined terms to be mutually agreed in the Second Priority Credit Documentation (a) and consistent with the corresponding provisions of the First Priority Credit Documentation). The financial covenant contemplated above will apply to the Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (subsidiaries on a consolidated basis. The financial covenant will be applicable beginning with the fiscal quarter of Borrower ending on or about March December 31, 2022) when 2006, and the Aggregate Exposures exceed 40% of covenant levels shall be less restrictive than the total Revolving Commitments at such date (corresponding covenant in the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) First Priority Facilities by 0.5x EBITDA. For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth covenant, any equity investment made in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity Borrower after the Closing Date and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days days after the date day on which financial statements are required to be delivered for such a fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of the Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely (as defined in Annex II to Exhibit A-I of the Commitment Letter) for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution investment so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any each four fiscal quarter period and there shall be a period of at least one fiscal quarter in which no more than five times during the term of this AgreementSpecified Equity Contribution is made, (b) in each eight fiscal quarter period there shall be a period of at least four consecutive fiscal quarters during which no Specified Equity Contribution is made and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except covenants. The covenants applicable to the extent Second Priority Credit Facility will provide for increases in basket amounts by an amount to be agreed over those in the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)First Priority Facilities. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Parent Guarantor will maintain a ratio (athe “Operating Income Leverage Ratio”) Borrower and its Restricted Subsidiaries shall not permit determined on the Consolidated First Lien Net Leverage Ratio at the end last day of any Test Period (beginning with the each fiscal quarter of Borrower ending on or about March 31the Parent Guarantor for the Rolling Period then ended of (i) the aggregate principal amount, 2022without duplication, of (A) when the Aggregate Exposures exceed 40% Consolidated Debt of the total Revolving Commitments at Parent Guarantor described in clauses (a), (c) and (e) of the definition of Debt, plus (B) Excess Guaranty Debt plus (C) preference shares that constitute debt under GAAP to (ii) Consolidated Adjusted Operating Income of the Parent Guarantor for such date Rolling Period of not more than 5.0 to 1.0 (or, if the “Financial Covenant Testing Threshold”) (excluding Existing Credit Agreement remains in effect on the Closing Date, (x) issued if the corresponding ratio in the Existing Credit Agreement has not been amended on or undrawn letters of creditprior to the Closing Date, 4.5 to 1.0 and (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans if the corresponding ratio in the Existing Credit Agreement has been increased on the Closing Date for the first four fiscal quarters after or prior to the Closing Date, such increased amount, but not to exceed 5.0 to 1.0); provided, that if the Existing Credit Agreement includes one or more reductions in such ratio, this Section 5.03 shall automatically include each such reduction. For purposes of calculating the aggregate principal amount of Consolidated Debt of the Parent Guarantor on any such date, (A) there shall be excluded from such calculation any amount in respect of Investment Preferred Stock, Permitted Film Financings and Negative Pickup Arrangements and Capitalized Lease Obligations incurred in connection with the leasing of satellite transponders and (B) the currency exchange rate used for such calculation shall be the rate used in the annual or quarterly statement of financial position for such date; provided, however, that, if the Parent Guarantor determines that an average exchange rate is a more accurate reflection of the value of such currency over such Rolling Period, the currency exchange rate used may be, at the option of the Parent Guarantor, the currency exchange rate used for the income statements of the Parent Guarantor for such fiscal quarter. Notwithstanding anything to the contrary in this Agreement, until the Target has become a Subsidiary of the Borrower, any Debt incurred by the Borrower the proceeds of which are to be greater than 6.95 used to 1.00. (b) For finance the Target Acquisition shall be disregarded for purposes of determining compliance with the financial covenant set forth in this Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed 5.03 to the common Equity Interests extent that, and so long as, such Debt is either held in escrow on customary terms or are held by the Borrower in an account at the Designated Agent or a Lender as unrestricted cash or Cash Equivalents; provided, that if (i) the Existing Credit Agreement remains in effect on the Closing Date and (ii) the Section 5.03 of Borrower) during such fiscal quarter or the Existing Credit Agreement is not amended on or prior to the day that is 10 Business Days after the date financial statements are required Closing Date to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of match this this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder 5.03 (other than renewalsthis proviso), extensions or amendments thereof that do not increase this Section 5.03 shall on the face value amount Closing Date be automatically amended without the further action by any party hereto to match Section 5.03 of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Existing Credit Agreement (as may be amended, refinanced or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and replaced) as in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available effect on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)Closing Date. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower The Borrowers and its their Restricted Subsidiaries shall not permit shall, on any date during a Covenant Trigger Period, maintain a Consolidated Fixed Charge Coverage Ratio of at least 1.0 to 1.0, tested for the Consolidated First Lien Net Leverage Ratio four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Borrowers were required to deliver financial statements to the Administrative Agent in accordance with Section 5.04, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial which a Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00Trigger Period is no longer in effect. (b) For purposes Notwithstanding anything to contrary in this Agreement (including Article VII), upon an Event of determining compliance Default as a result of the Borrowers’ failure to comply with Section 6.10(a) above, such Event of Default shall, subject to the financial covenant limitations set forth below, be deemed cured ab initio and cease to exist in the event that, within ten (10) Business Days after the date on which the Borrowers were required to deliver financial statements in accordance with Section 10.11(a) above (or 5.04 for the financial covenant set forth fiscal quarter in the ABL Credit Agreement)which such Event of Default occurs, cash proceeds of a sale of, or contribution to, equity contributions (which equity shall be Permitted Equity and which shall common equity, “qualified” preferred equity or other equity (such other equity to be contributed in cash to Holdings (which shall be contributed on terms reasonably acceptable to the Administrative Agent)) of Parent are received as a cash common Equity Interests of equity contribution by the Lead Borrower) during . Each such fiscal quarter or on or prior to the day that equity contribution is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the a “Interim Period”) will, at the request Cure Action.” The proceeds of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) any Cure Action may be included solely in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant calculating the ratio in Section 6.10(a), and the financial covenant set forth in the ABL Credit Agreement or not for any refinancing thereof and shall be disregarded for all other purposes, purpose hereunder (including for purposes of determining any baskets with respect to financial ratio-based conditions, pricing or the covenants contained herein availability of any basket under Article VI of this Agreement), and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness (directly through repayment or indirectly through netting) with the proceeds of any Specified Equity Contribution for such Cure Action in connection with determining compliance with such calculation during the financial covenant for the fiscal quarter period in which such Specified Equity Contribution is made, except to proceeds are included in EBITDA) at the extent the proceeds request of the Specified Equity Contribution are actually applied to repay or prepay IndebtednessLead Borrower as if such proceeds were contributed on the last day of the applicable fiscal quarter, and must be sufficient (f) from the date but may not be in excess of the Administrative Agent’s receipt of amount required) to cause the Loan Parties to be in compliance on a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply Pro Forma Basis with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a6.10(a). No more than two Cure Actions may be taken in any four (4) is solely for fiscal quarter period and no more than five (5) Cure Actions may be taken during the benefit term of this Agreement. If, after giving effect to the Cure Action, the Borrowers shall be in compliance with the requirements of Section 6.10(a), the Borrowers shall be deemed to have satisfied the requirements of Section 6.10(a) as of the Revolving Lendersrelevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Event of Default with respect to Section 6.10(a) that had occurred shall be deemed cured for purposes of this Agreement. To the extent a fiscal quarter for which such Fixed Charge Coverage Ratio is initially recalculated as a result of such Cure Action is included in the calculation of the Fixed Charge Coverage Ratio in a subsequent fiscal period, the results of the Cure Action shall be included in the amount of EBITDA for such fiscal quarter in such subsequent fiscal period. After the occurrence of the breach, Default or Event of Default resulting from a failure to comply with Section 6.10(a), if the Lead Borrower has given the Administrative Agent notice that it intends to cure such breach, Default or Event of Default pursuant to a Cure Action, neither the Lenders nor the Administrative Agent shall exercise any rights or remedies under Article VII (or under any Loan Document) available during the continuance of any breach, Default or Event of Default on the basis of any actual or purported failure to comply with Section 6.10(a) (provided, that during such time no Lender shall be required to fund any Revolver Loans and the Issuing Bank shall not be required to issue any Letters of Credit) until such failure is not cured on or prior to the expiration of the ten (10) Business Day cure period referenced above.

Financial Covenant. Borrowers shall maintain, on a consolidated basis, a ratio of Borrowers’ (a) Borrower net income (excluding extraordinary gains) before provision for interest expense, taxes, depreciation and its Restricted Subsidiaries amortization, to (b) interest expense, plus payments of principal actually made or scheduled to be made with respect to indebtedness (other than scheduled but unpaid payments on Subordinated Debt and principal payments on revolving loans under this Agreement), plus payments with respect to capitalized leases, plus taxes, plus dividends and distributions, plus unfinanced capital expenditures, of at least 1.5 to 1 for each fiscal month of Borrowers. Such ratio shall not permit the Consolidated First Lien Net Leverage Ratio at be measured as of the end of any Test Period (beginning with the each fiscal quarter month of Borrower ending on or about March 31Borrowers from and after Borrowers’ December, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, 2005 fiscal month and shall be calculated (y) cash collateralized letters for each fiscal month end through and including Borrowers’ February, 2006 fiscal month, for the period from the beginning of creditBorrowers’ March, guarantees 2005 fiscal month through and any other contingent obligations including the last day of the fiscal month most recently ended, and (z) draws for each fiscal month end from and after Borrowers’ March, 2006 fiscal month, for the twelve-month period then ended. 4. Except as set forth herein, the Loan Agreement shall be and remain in full force and effect as originally written, and shall constitute the legal, valid, binding and enforceable obligation of Revolving Loans Borrowers to Lender. 5. Each Borrower hereby restates, ratifies, and reaffirms each and every term, condition representation and warranty heretofore made by it under or in connection with the execution and delivery of the Loan Agreement, as amended hereby, and the other Loan Documents, as fully as though such representations and warranties had been made on the Closing Date for date hereof and with specific reference to this Agreement and the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00Loan Documents. 6. In consideration of the accommodations made by Lender hereunder, Borrowers jointly and severally agree to pay to Lender (a) a waiver fee of $2,500 on the date hereof, and (b) For purposes on demand all costs and expenses of determining compliance Lender in connection with the financial covenant set forth in Section 10.11(a) above (preparation, execution, delivery and enforcement of this Agreement and the other Loan Documents and any other transactions contemplated hereby and thereby, including, without limitation, the fees and out-of-pocket expenses of legal counsel to Lender. Such waiver fee shall be fully earned on the date hereof and is not subject to refund or rebate. Such waiver fee constitutes a fee for services and is not interest or a charge for the financial covenant set forth use of money. 7. To induce Lender to enter into this Agreement, each Borrower (a) acknowledges and agrees that no right of offset, defense, counterclaim, claim or objection exists in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed favor of any Borrower against Lender arising out of or with respect to the common Equity Interests of Borrower) during such fiscal quarter Loan Agreement, the other Loan Documents, the Obligations, or on any other arrangement or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) relationship between Lender and one or more Borrowers, and (b) (such 10-Business Day period being referred releases, acquits, remises and forever discharges Lender and its affiliates and all of their past, present and future officers, directors, employees, agents, attorneys, representatives, successors and assigns from any and all claims, demands, actions and causes of action, whether at law or in equity, whether now accrued or hereafter maturing, and whether known or unknown, which any Borrower now or hereafter may have by reason of any manner, cause or things to herein as and including the “Interim Period”) willdate of this Agreement with respect to matters arising out of or with respect to the Loan Agreement, at the request of Borrowerother Loan Documents, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement Obligations, or any refinancing thereof other arrangement or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter relationship between Lender and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided one or more Borrowers. 8. Each Borrower acknowledges that (a) Specified Equity Contributions may be made except as expressly set forth herein, Lender has not agreed to (and has no more than two times in obligation whatsoever to discuss, negotiate or agree to) any four fiscal quarter period and no more than five times during restructuring, modification, amendment, waiver or forbearance with respect to the term Obligations or any of this Agreementthe terms of the Loan Documents, (b) the amount of no understanding with respect to any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement other restructuring, modification, amendment, waiver or forbearance with respect to the financial covenant thereunder Obligations or under any refinancing thereofof the terms of the Loan Documents shall constitute a legally binding agreement or contract, or have any force or effect whatsoever, unless and until reduced to writing and signed by authorized representatives of each Borrower and Lender, and (c) Borrower shall the execution and delivery of this Agreement has not be permitted established any course of dealing among the parties hereto or created any obligation or agreement of Lender with respect to make any Borrowings and no Letters of Credit shall be issuedfuture restructuring, renewedmodification, extended amendment, waiver or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets forbearance with respect to the covenants contained herein Obligations or any of the terms of the Loan Documents. 9. To induce Lender to enter into this Agreement, each Borrower hereby represents and in warrants that, as of the date hereof, and after giving effect to the terms hereof, there exists no Default under the Loan Agreement or any of the other Credit Documents, (e) Loan Documents other than as set forth above the Existing Default. 10. This Agreement may be executed in this clause (b) there any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be no pro forma or other reduction in Indebtedness with deemed to be an original and all of which counterparts, taken together, shall constitute but one and the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)same instrument. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for 11. This Agreement shall be binding upon and inure to the benefit of the Revolving Lenderssuccessors and permitted assigns of the parties hereto. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, other than its laws respecting choice of law.

Financial Covenant. At any time following the consummation of the Separation, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio (the “Operating Income Leverage Ratio”) determined on the last day of each fiscal quarter of the Borrower for the Rolling Period then ended of (i) the aggregate principal amount, without duplication, of (A) Consolidated Debt of the Borrower described in clauses (a), (c) Borrower and its Restricted Subsidiaries shall not permit (e) of the definition of Debt, plus (B) Excess Guaranty Debt, plus (C) preference shares that constitute debt under GAAP, minus (D) the aggregate amount of cash and cash equivalents on the Consolidated First Lien Net balance sheet of the Borrower on such date to the extent in excess of $500 million, excluding cash and cash equivalents which are or should be listed as “restricted” on the Consolidated balance sheet of the Borrower on such date to (ii) Adjusted Operating Income of the Borrower for such Rolling Period of not more than 4.5 to 1.0; provided, that, at the election of the Borrower (by providing written notice to the Administrative Agent making such an election), such maximum Operating Income Leverage Ratio at the end of shall be increased to 5.0 to 1.0 for any Test Period (beginning with period during which any Material Acquisition is consummated and applying for the fiscal quarter of Borrower ending on or about March 31during which such Material Acquisition is consummated as well as the immediately following three fiscal quarters thereafter; provided, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding further, that (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity there shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no not more than two times in any four fiscal quarter period and no more than five times such elections made during the term of this Agreement, and (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (by) there shall be no pro forma or other reduction at least one full fiscal quarter during which the Operating Income Leverage Ratio shall not be more than 4.5 to 1.0 between any such elections. For purposes of calculating the aggregate principal amount of Consolidated Debt of the Borrower on any such date, (A) there shall be excluded from such calculation (i) any amount in Indebtedness respect of Permitted Content Financings and Negative Pickup Arrangements and finance lease obligations incurred in connection with the proceeds leasing of satellite transponders and (ii) any Specified Equity Contribution for determining compliance obligations under any undrawn letters of credit and any reimbursed letters of credit in each case in support of obligations of Disney and/or any of its Subsidiaries in connection with the Transactions, other than with respect to Debt for borrowed money and (B) the currency exchange rate used for such calculation shall be the rate used in the annual or quarterly statement of financial covenant position for such date; provided, however, that, if the Borrower determines that an average exchange rate is a more accurate reflection of the value of such currency over such Rolling Period, the currency exchange rate used may be, at the option of the Borrower, the currency exchange rate used for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds income statements of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)for such fiscal quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.”

Financial Covenant. (a) Borrower and its Restricted Subsidiaries The Borrowers shall not permit the Consolidated First Lien Total Net Leverage Ratio at Ratio, as of the end last day of any Test Period (beginning commencing with the fiscal quarter of Borrower Test Period ending on or about March 31September 30, 20222016) when to exceed the Aggregate Exposures exceed 40% of the total Revolving Commitments at ratio set forth below opposite such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) Test Period: For purposes of determining compliance with the financial covenant set forth in this Section 10.11(a) above (6.15, any Cash sale or for the financial covenant set forth issuance of, or contributions in the ABL Credit Agreement)respect of, cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings Capital Stock (which shall be contributed in the form of or in respect of common equity, preferred equity that is not Disqualified Capital Stock or other Capital Stock on terms reasonably acceptable to the common Equity Interests Administrative Agent) of Borrower) the Borrowers during such fiscal quarter or the applicable Fiscal Quarter and on or prior to the day that is 10 fifteen (15) Business Days after the date day on which financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a5.01(b) or (b) c), as applicable with respect to such Fiscal Quarter (such 10-Business Day period being referred to herein as the “Interim PeriodCure Expiration Date”) will), shall, at the request of Borrowerthe Borrowers, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated Adjusted EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of 6.15 for such fiscal quarter Fiscal Quarter and applicable subsequent periods which include any Test Period including such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); provided that (a) in each four consecutive Fiscal Quarter-period, the Specified Equity Contribution shall not be exercised more than twice and there shall not be more than five Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the sum of the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofset forth in this Section 6.15 plus $1,000,000, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted only as Consolidated Adjusted EBITDA solely for purposes the purpose of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof this Section 6.15 and shall be disregarded for all other purposespurposes of this Agreement, including for all other purposes of determining any baskets with respect to Article 6, during the covenants contained herein and period included in the other Credit Documents, calculation of Consolidated Adjusted EBITDA and (ed) other than as set forth above in this clause (b) there no actual or pro forma effect shall be no pro forma or other given during such Fiscal Quarter for any reduction in Indebtedness made with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to Contribution. Notwithstanding the extent the proceeds provisions of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim PeriodArticle 7, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or may exercise any remedies specified in this Agreement (or any other right or remedy under the Credit Documents that would be available on the basis of Loan Document) arising solely from an Event of Default resulting from a breach of this Section 6.15 for a period commencing upon receipt of notice from the failure Borrowers that it intends to comply cure non-compliance with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in this Section 10.11(a) is solely for 6.15 by a Specified Equity Contribution through the benefit of the Revolving LendersCure Expiration Date.

Financial Covenant. (a) As of the end of each fiscal quarter of the Parent Borrower (commencing with the first full fiscal quarter ending after the Closing Date) and its Restricted Subsidiaries shall so long as the aggregate amount of L/C Obligations and Revolving Credit Loans outstanding as of the end of such fiscal quarter (excluding (i) Cash Collateralized Letters of Credit, (ii) L/C Obligations in an aggregate amount not in excess of $5,000,000 at any time outstanding and (iii) for the first four full fiscal quarters ending after the Closing Date, Borrowings of Revolving Credit Loans incurred on the Closing Date) exceeds 35.0% of the aggregate amount of all Revolving Credit Commitments in effect as of such date, permit the Consolidated First Lien Net Leverage Ratio at the end as of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter of the Parent Borrower to be greater than 8.00 to 1.00 (the “Leverage Ratio Financial Covenant”). and, together with clauses (b) through (f) below, collectively, the “Financial Covenant”); (b) From and applicable subsequent periods which include such fiscal quarterafter the Revolver Extension and Amendment Date through the one year anniversary of the Revolver Extension and Amendment Date, be included declare, pay or make, directly or indirectly, any Restricted Payment under the Post-IPO RP Basket; (c) From and after the Revolver Extension and Amendment Date, declare, pay or make, directly or indirectly, any Restricted Payment pursuant to the Ratio RP Basket; provided that the Borrowers and their Restricted Subsidiaries may declare, pay or make, directly or indirectly, any Restricted Payment under the Ratio RP Basket so long as the Parent Borrower and its Restricted Subsidiaries’ Consolidated Third Amendment Total Net Leverage Ratio does not exceed 4.50 to 1.00; (d) From and after the Revolver Extension and Amendment Date, engage in any transaction or series of transactions (including any Investments and/or any designation of a Subsidiary as an Unrestricted Subsidiary) that results in the calculation transfer (including by way of Consolidated EBITDA solely for exclusive licensing) of any Material Intellectual Property from any Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary; (e) From and after the purposes Revolver Extension and Amendment Date, consummate a transaction that would result in any Loan Party becoming an Excluded Subsidiary pursuant to clause (b) of determining compliance with such financial covenants at the end definition of “Excluded Subsidiary” and thereby causing the release of such fiscal quarter Loan Party from its obligations (and applicable subsequent periods the termination thereof) under the Guaranty and the release of any Lien granted to or held by the Collateral Agent upon any Collateral owned by such Loan Party, other than in connection with a transaction with a third party that is not an Affiliate of the Borrowers or their respective Restricted Subsidiaries for a bona fide business purpose (as determined by the Parent Borrower in good faith, which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”determination shall be conclusive); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during transaction entered into for the term primary purpose of this Agreement, (b) releasing any Guaranty or Lien granted to or held by the amount of Collateral Agent upon any Specified Equity Contribution Collateral owned by such Loan Party shall be no greater than the amount required deemed to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, a bona fide business purpose; and (f) from From and after the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends Revolver Extension and Amendment Date, (x) agree or consent to exercise its cure rights under this Section 10.11(bany amendment, supplement, modification or waiver to any Loan Document or (y) through the last Business Day of the Interim Period, neither direct the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.or

Financial Covenant. (a) Borrower The Company and its any Restricted Subsidiaries Subsidiary shall not permit not, on any date when Availability is less than the greater of (a) 10% of the Line Cap, and (b) $50,000,000 (the “FCCR Test Amount”) for two consecutive Business Days, have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of less than 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Borrowers were required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when which Availability has exceeded the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date FCCR Test Amount for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.0021 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and common equity) made to the Company (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of Borrowerthe Company) during such after the end of the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after the date Company is required to deliver financial statements are required to be delivered for such fiscal quarter pursuant to under Section 9.01(a) or (b) (such 10-Business Day period periods being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterCompany, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower the Borrowers shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended borrow hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, Documents and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay made or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)applicable subsequent periods which include such fiscal quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving LendersTranche Lenders of the applicable Tranche of Revolving Loans, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.clause

Financial Covenant. Interest-bearing Debt to Total Capitalization. Interest-bearing Debt: $__________ to: Total Capitalization: $__________ 4. For purposes of calculating the Applicable Commitment Fee Rate and Applicable Margin, the Long Term Debt Ratings of the Borrower are as follows: S&P ________ ▇▇▇▇▇’▇ ________ Fitch ________ OTTER TAIL CORPORATION By:_______________________________ Title:______________________________ [chief financial officer or other senior financial officer] THIRD AMENDED AND RESTATED GUARANTY (aJoint and Several) Borrower FOR VALUE RECEIVED and its Restricted Subsidiaries shall not permit in consideration of entry by the Consolidated First Lien Net Leverage Ratio at Banks (as defined in the end Credit Agreement referred to below) and U.S. BANK NATIONAL ASSOCIATION, as agent for the Banks (in such capacity, together with it successors and assigns, called the “Agent”) into that certain Fifth Amended and Restated Credit Agreement, dated as of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March October 31, 20222022 (as thereafter amended, modified, extended, renewed, restated or replaced from time to time called the “Credit Agreement”) when among the Aggregate Exposures exceed 40% of Banks, the total Revolving Commitments at such date Agent and OTTER TAIL CORPORATION, a Minnesota corporation (hereinafter called the “Debtor”), the undersigned corporations (the “Financial Covenant Testing ThresholdGuarantors”) hereby JOINTLY AND SEVERALLY unconditionally guarantee the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations of the Debtor to the Banks or the Agent under the Credit Agreement, each Note issued thereunder, and each other Loan Document (excluding as defined therein), including without limitation all future advances, and all obligations to reimburse the Agent for drawings under all Letters of Credit, and all of such obligations that arise after the filing of a petition by or against the Debtor under the Bankruptcy Code, even if the obligations do not accrue because of the automatic stay under Bankruptcy Code Section 362 or otherwise (xall such obligations being hereinafter collectively called the “Liabilities”), and the Guarantors further jointly and severally agree to pay all expenses (including attorneys’ fees and legal expenses) issued paid or undrawn letters incurred by the Banks or Agent in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this guaranty. The Guarantors agree that, in the event of creditthe dissolution or insolvency of the Debtor or any Guarantor, or the inability of the Debtor or any Guarantor to pay debts as they mature, or an assignment by the Debtor or any Guarantor for the benefit of creditors, or the institution of any proceeding by or against the Debtor or the Guarantor alleging that the Debtor or any Guarantor is insolvent or unable to pay debts as they mature, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, the Guarantors will pay to the Agent forthwith the full amount which would be payable hereunder by the Guarantors if all Liabilities were then due and payable. In addition to, and without limitation of, any rights of the Agent and the Banks under applicable law, if any Event of Default occurs and is continuing under the Credit Agreement, upon written direction by the Agent to such effect any and all deposits (yincluding all account balances, whether provisional or final and whether or not collected or available) cash collateralized letters of credit, guarantees and any other contingent obligations and Indebtedness (zas defined in the Credit Agreement) draws of Revolving Loans on at any time held or owing by the Closing Date for the first four fiscal quarters after the Closing Date), Agent or any Bank to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth credit or account of any Guarantor may be offset and applied toward the payment of the Liabilities and all obligations of the Guarantors hereunder, whether or not the Liabilities and all obligations of the Guarantors hereunder, or any part thereof, shall then be due. This guaranty shall in all respects be a continuing, absolute and unconditional guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the ABL Credit Agreementdissolution of any Guarantor or that at any time or from time to time all Liabilities may have been paid in full). This guaranty is a guaranty of payment and performance and not merely a guaranty of collection. The Guarantors further agree that, if at any time all or any part of any payment theretofore applied by the Agent or the Banks to any of the Liabilities is or must be rescinded or returned by the Agent or the Banks for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Debtor), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) willLiabilities shall, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with this guaranty, to the financial covenant set forth extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by the ABL Credit Agreement or any refinancing thereof Agent or the financial covenant under clause Banks, and this guaranty shall continue to be effective or be reinstated, as the case may be, as to such Liabilities, all as though such application by the Agent or the Banks had not been made. The Agent and the Banks may, from time to time, at their sole discretion and without notice to any Guarantor, take any or all of the following actions: (a) be granted a security interest in any property to secure any of the Liabilities or the Guaranty Obligations, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Guarantors, with respect to any of the Liabilities, (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any nature of any other obligor with respect to any of the Liabilities, (d) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (e) resort to any Guarantor for payment of any of the Liabilities, whether or not the Agent and the Banks (i) shall have resorted to any property securing any of the Liabilities or (ii) shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Liabilities including without limitation any other Guarantor (all of the actions referred to in preceding clauses (i) and (ii) being hereby expressly waived by each Guarantor). Any amounts received by the Agent and the Banks from whatsoever source on account of the Liabilities may be applied by it toward the payment of such of the Liabilities, and in such order of application, as the Agent may from time to time elect. Until such time as this guaranty shall have been discontinued and the Agent and the Banks shall have received payment of the full amount of all Liabilities and of all obligations of the Guarantors hereunder, no payment made by or for the account of the Guarantors pursuant to this guaranty shall entitle the Guarantors by subrogation or otherwise to any payment by the Debtor or from or out of any property of the Debtor and the Guarantors shall not exercise any right or remedy against the Debtor or any property of the Debtor by reason of any performance by the Guarantors of this Section 10.11 at guaranty. The Guarantors hereby expressly waive: (a) notice of the end acceptance by the Agent or the Banks of such fiscal quarter this guaranty, (b) notice of the existence or creation or non-payment of all or any of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and applicable subsequent periods which include such fiscal quarterall other notices whatsoever, be included and (d) all diligence in collection or protection of or realization upon the Liabilities or any part thereof, any obligation hereunder, or any security for, or guaranty of, any of the foregoing. Each Bank may from time to time without notice to the Guarantors, assign or transfer its Percentage (as defined in the calculation Credit Agreement) or any or all of Consolidated EBITDA solely the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter this guaranty, and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period each and no more than five times during the term of this Agreement, (b) the amount every immediate and successive assignee or transferee of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement Liabilities or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is madeinterest therein shall, except to the extent the proceeds of the Specified Equity Contribution are actually applied interest of such assignee or transferee in the Liabilities, be entitled to repay the benefits of this guaranty to the same extent as if such assignee or prepay Indebtednesstransferee were such Bank. Unless the Agent shall otherwise consent in writing, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any the sole right to accelerate the Loans or terminate the Commitmentsenforce this guaranty, and none of the Administrative as Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under as provided in the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubtAgreement, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.Agent and the Banks (including any transferee, as provided in the prior paragraph). Each Guarantor hereby warrants to the Agent and the Banks that such Guarantor now has, and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Debtor. Neither the Agent nor the Bank shall have any duty or responsibility to provide the Guarantors with any credit or other information concerning the affairs, financial condition or business of the Debtor which may come into the Agent’s or the Bank’s possession. No delay on the part of the Agent or any Bank in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Agent or any Bank of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this guaranty be binding upon the Agent or any Bank except as expressly set forth in a writing duly signed and delivered on behalf of the Agent and the Required Banks (as defined in the Credit Agreement). No action of the Agent or the Banks permitted hereunder shall in any way affect or impair the rights of the Agent or the Banks and the obligations of the Guarantors under this guaranty. For the purposes of this guaranty, Liabilities shall include all obligations of the Debtor to the Agent or the Banks specified as Liabilities, notwithstanding any right or power of the Debtor or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the obligations of the Guarantors hereunder, and shall specifically include, without limitation, any and all interest, fees or commissions included in the Liabilities and accruing or payable after the commencement of any bankruptcy or insolvency proceedings, notwithstanding any provision or rule of law which might restrict the rights of the Bank to collect such obligations from the Debtor. The obligations of the Guarantors under this guaranty shall be absolute and unconditional irrespective of any circumstance whatsoever which might constitute a legal or equitable discharge or defense of any Guarantor. The Guarantors hereby acknowledge that there are no conditions to the effectiveness of this guaranty. This guaranty shall be binding upon each Guarantor, and upon the successors and assigns of each Guarantor. Wherever possible, each provision of this guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this guaranty. To the extent that any Guarantor shall make a payment under this guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Liabilities satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Liabilities (other than unliquidated obligations that have not yet arisen), and all Commitments and Letters of Credit have terminated or expired or, in the case of all Letters of Credit, are fully collateralized on terms reasonably acceptable to the Agent, and the Credit Agreement has terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. The preceding paragraph is intended only to define the relative rights of the Guarantors, and nothing set forth in such paragraph is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this guaranty. The rights of the indemnifying Guarantors against other Guarantors under the preceding paragraph shall be exercisable upon the full and indefeasible payment of the Liabilities in cash (other than unliquidated obligations that have not yet arisen) and the termination or expiry (or in the case of all Letters of Credit, full collateralization), on terms reasonably acceptable to the Agent, of the Commitments and all Letters of Credit issued under the Credit Agreement and the termination of the Credit Agreement. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing. It is the express intent of the parties hereto that this guaranty be merely an amendment and restatement of that certain [Second Amended and Restated Guaranty dated as of September 30, 2021] delivered by the Guarantors under and as defined therein (the “Existing Guaranty”) and not constitute a novation of its obligations thereunder. Upon the effectiveness of this guaranty, on and after the date hereof, each reference in any other Loan Document to the Existing Guaranty (including any reference therein to “thereunder”, “thereof”, “therein” or words of like import referring thereto) shall mean and be a reference to this guaranty. THE VALIDITY, CONSTRUCTION AND EXFORCEABILITY OF THIS GUARANTY SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. THE AGENT AND THE BANKS (BY ACCEPTING THIS GUARANTY) AND THE GUARANTORS HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. AT THE OPTION OF THE AGENT, THIS GUARANTY MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN MINNEAPOLIS OR ST. ▇▇▇▇, MINNESOTA; AND THE GUARANTORS CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY GUARANTOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS GUARANTY, THE AGENT, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DE

Financial Covenant. (a) The Lead Borrower and its Restricted Subsidiaries shall not permit shall, on any date when the sum of Availability is less than the greater of (a) 10% of the Aggregate Commitments, and (b) $14,000,000 (the “FCCR Test Amount”), have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of at least 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which the Lead Borrowers were required to deliver Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter of Borrower ending thereafter until the date on or about March 31, 2022) when which Availability has exceeded the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date FCCR Test Amount for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.0030 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed common equity or Qualified Preferred Stock) made to the common Equity Interests Lead Borrower after the beginning of Borrower) during such the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after the date Lead Borrower and its Restricted Subsidiaries become subject to testing the financial statements are required to be delivered covenant under clause (a) of this Section 10.11 for such fiscal quarter pursuant and subsequently on or prior to Section 9.01(a) or (b) the day that is 10 Business Days after the end of the subsequent financial quarter (such 10-Business Day period periods being referred to herein as the “Interim Period”) will, at the request of the Lead Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower the Borrowers shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended borrow hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, Documents and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay made or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)applicable subsequent periods which include such fiscal quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not Beginning on the Financial Covenant Start Date, permit the Consolidated First Lien Net Leverage Ratio at to exceed (A) as of the end Financial Covenant Start Date and the last day of any Test Period each of first, second and third fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 6.75:1.00, (beginning with B) as of the last day of each of the fourth, fifth, sixth and seventh fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 6.25:1.00, (C) as of the last day of each of the eighth, ninth, tenth and eleventh fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 5.75:1.00, (D) as of the last day of each of the twelfth and thirteenth fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 5.50:1.00 and (E) as of the last day of the fourteenth fiscal quarter of the Parent Borrower ending following the Financial Covenant Start Date and as of the last day of each fiscal quarter of the Parent Borrower thereafter, 5.25:1.00. Notwithstanding the foregoing, upon the consummation of a Material Permitted Acquisition and until the completion of four fiscal quarters following such Material Permitted Acquisition (the “Increase Period”), if elected by the Parent Borrower by written notice to the Administrative Agent given on or about March 31prior to the date of consummation of such Material Permitted Acquisition, 2022the maximum permitted Consolidated Net Leverage Ratio level for purposes of this covenant shall be increased by 0.50x for the relevant period (the “Step-Up”) when during such Increase Period; provided (i) that Increase Periods may not be successive unless the Aggregate Exposures exceed 40Consolidated Net Leverage Ratio would have been complied with for at least two fiscal quarters without giving effect to the Step-Up, (ii) there shall be a maximum of two Increase Periods in the aggregate under this Credit Agreement and (iii) no Increase Period shall begin prior to the third full quarter following the Financial Covenant Start Date (other than an Increase Period in connection with the acquisition of an aggregate of 51% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters Capital Stock of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing DateOCESA Entretenimiento S.A. de C.V.), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed Prior to the common Equity Interests Financial Covenant Start Date, permit Liquidity to be less than $500.0 million as of Borrowerthe last day of (x) during such each fiscal quarter or of the Parent Borrower ending on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) willDecember 31, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or 2020 and (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quartereach calendar month following December 31, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)2020. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Lead Borrower and its the Restricted Subsidiaries shall not permit shall, on any date when Availability is less than the greater of (a) 10.0% of the Aggregate Commitments, and (b) $15,000,000, (in the case of this clause (b), to the extent there has been any optional reduction in Commitments pursuant to Section 2.07(b) or any Revolving Commitment Increase pursuant to Section 2.15 after the Closing Date, multiplied by the Aggregate Commitment Adjustment Factor) have a Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio of at least 1.0 to 1.0, tested for the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter for which Lead Borrower has delivered Section 9.01 Financials, and at the end of any Test Period (beginning with the each succeeding fiscal quarter thereafter until the date on which Availability has exceeded the greater of Borrower ending on or about March 31, 2022(a) when the Aggregate Exposures exceed 4010.0% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of creditAggregate Commitments, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (zb) draws $15,000,000 (in the case of this clause (b), to the extent there has been any optional reduction in Commitments pursuant to Section 2.07(b) or any Revolving Loans on the Closing Date for the first four fiscal quarters Commitment Increase pursuant to Section 2.15 after the Closing Date), to be greater than 6.95 to 1.00multiplied by the Aggregate Commitment Adjustment Factor) for 30 consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)above, cash equity contributions (which equity shall be Permitted Equity and common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to Holdings (which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests equity of Lead Borrower) during such after the end of the relevant fiscal quarter or and on or prior to the day that is 10 Business Days after Lead Borrower and the date Restricted Subsidiaries (i) become subject to testing the financial statements are required to be delivered covenant under clause (a) of this Section 10.11 for such fiscal quarter pursuant to Section 9.01(a) or (bii) deliver the Section 9.01 Financials with respect to such fiscal quarter (in either case, such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Lead Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four twelve fiscal quarter month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofcovenant, (c) Borrower the Borrowers shall not be permitted to make borrow hereunder or have any Borrowings and no Letters Letter of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) issued during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to calculated on the covenants basis of Consolidated EBITDA contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the such financial covenant for the fiscal quarter in with respect to which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, made and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of during the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) The Borrower shall not permit the Total Net Leverage Ratio as of the last day of any fiscal quarter of the Borrower for which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, to be greater than 4.50:1.00. (b) Notwithstanding the foregoing, in the event of a Material Travel Event Disruption, the foregoing financial covenant shall be suspended (a “Covenant Suspension”) with respect to the period (a “Covenant Suspension Period”) from and after the last date of the quarter in which such Material Travel Event Disruption occurs until the last date of the second succeeding quarter (unless during such Covenant Suspension Period a separate and distinct Material Travel Event Disruption occurs, in which case a new Covenant Suspension Period shall run from and after the last date of the quarter in which such subsequent Material Travel Event Disruption occurred until the last date of the second succeeding quarter) (in each case, the “Covenant Resumption Date”). From and after the Covenant Resumption Date, compliance with the foregoing financial covenant shall be measured by substituting the Consolidated EBITDA during the quarter immediately preceding the quarter in which the relevant Travel Event occurred for (i) the Consolidated EBITDA of the quarter in which such Travel Event occurred or such Material Travel Event Disruption existed and (ii) in either case, the Consolidated EBITDA of the next succeeding two quarters, in any case subject to customary seasonal adjustments. (c) Notwithstanding any other provisions of this Agreement, if, at any time during any period in which the foregoing financial covenant is suspended in connection with a Material Travel Event Disruption, the Borrower is not then in compliance with such covenant (were such covenant not then suspended), then, for so long as (but only so long as) such non-compliance exists, (a) the Borrower shall not be permitted to make Restricted Payments to Holdings to fund dividends or other payments (other than ordinary course expense reimbursement payments) to the Sponsor Group and (b) the Borrower and its Restricted Subsidiaries shall not permit be permitted to make Permitted Acquisitions or any Investments in the Consolidated First Lien Net Leverage Ratio at the end of Sponsor Group or any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% member of the total Revolving Commitments Sponsor Group (except that the Borrower and the Restricted Subsidiaries may consummate Permitted Acquisitions and Investments pursuant to binding commitments in existence at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after date on which the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) willrelevant Covenant Suspension Period began), unless, at the request time of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (making any such equity contribution so included in Permitted Acquisition or Investment (on a Pro Forma Basis after giving effect thereto), the calculation sum of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (bi) the amount of any Specified Equity Contribution shall be no greater than unutilized Revolving Credit Commitments plus (ii) the amount required to cause of cash and Cash Equivalents then held by Holdings, the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other Restricted Subsidiaries is no less than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)$100,000,000. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not Commencing with the first full fiscal quarter ending following the Term Conversion Date, permit the Consolidated First Lien Net Leverage Debt Service Coverage Ratio at to be less than 1.10:1.00 as of the end last day of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing ThresholdCovenant”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) . For purposes of determining compliance with the financial covenant set forth in Section 10.11(aFinancial Covenant, any common equity contribution (other than Drawstop Equity Contributions) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed made to the common Equity Interests Co-Borrowers after the end of Borrower) during such a fiscal quarter or and on or prior to the day that is 10 Business Banking Days after the date day on which financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrowerthe Co-Borrowers, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA Operating Cash Available for Debt Service solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 such Financial Covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAOperating Cash Available for Debt Service, a “Specified Equity Contribution”); provided provided, that (a) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in which no Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and Contribution is made, (b) during the term of the Term Facility, no more than five times during the term of this AgreementSpecified Equity Contributions shall be made, (bc) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Co-Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving LendersFinancial Covenant, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, Documents and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness Debt with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is madeFinancial Covenant; provided, except that to the extent the such net cash proceeds of the Specified Equity Contribution are actually applied to repay or prepay IndebtednessDebt, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor such reduction may be credited in any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)subsequent fiscal quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower First Lien Net Leverage Ratio. On the last day of any Test Period (commencing with the Test Period ending on the First Potential Covenant Testing Date) on which the Revolving Facility Test Condition is then satisfied (and its Restricted Subsidiaries on such date, only to the extent the Revolving Facility Test Condition is then satisfied), Intermediate Dutch Holdings shall not permit the Consolidated First Lien Net Leverage Ratio at the end of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.005.40:1.00. (b) For purposes of determining compliance Notwithstanding anything to the contrary in this Agreement (including Article 7), upon any failure by Intermediate Dutch Holdings to comply with the financial covenant set forth in Section 10.11(a6.10(a) above for any Test Period, Intermediate Dutch Holdings shall have the right (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower“Cure Right”) at any time during such fiscal quarter Test Period or on or prior to thereafter until the day date that is 10 15 Business Days after the date on which financial statements for the applicable Fiscal Quarter are required to be delivered for such fiscal quarter pursuant to Section 9.01(a5.01(a) or (b), as applicable, to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) for Cash or otherwise receive Cash contributions in respect of its Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) (such 10-Business Day period being referred to herein as the “Interim PeriodCure Amount”), and thereupon Intermediate Dutch Holdings’s compliance with Section 6.10(a) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes purpose of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (aSection 6.10(a) as of this Section 10.11 at the end of such fiscal quarter Fiscal Quarter and for applicable subsequent periods which that include such fiscal quarterFiscal Quarter. If, be included in after giving effect to the calculation of Consolidated EBITDA solely foregoing recalculation (but not, for the purposes avoidance of determining compliance with such financial covenants at doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.10(a) would be satisfied, then the requirements of Section 6.10(a) shall be deemed to have been satisfied as of the end of the relevant Fiscal Quarter (and Test Period) with the same effect as though there had been no failure to comply therewith at such fiscal quarter date and the applicable subsequent periods breach or default of Section 6.15(a) that would have otherwise occurred shall be deemed cured for all purposes of this Agreement and the other Loan Documents. Notwithstanding anything herein to the contrary: (i) in each four Fiscal Quarter period there shall be at least two Fiscal Quarters in which include such fiscal quarter the Cure Right is not exercised (any such equity contribution so included in it being understood that, subject to clause (iii), the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions Cure Right may be made no more than two times exercised in any four fiscal quarter period and no more than five times consecutive Fiscal Quarters), (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (biii) the amount of any Specified Equity Contribution Cure Amount shall be no greater than the amount required to cause Borrower to be in pro forma compliance for the purpose of complying with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, Section 6.10(a), (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (biv) there shall be no pro forma or other reduction in of the amount of Indebtedness with by the proceeds amount of any Specified Equity Contribution Cure Amount for purposes of determining compliance with the financial covenant Section 6.10(a) for the fiscal quarter Fiscal Quarter in respect of which such Specified Equity Contribution is madethe Cure Right was exercised (other than, except with respect to any future period, to the extent the proceeds of the Specified Equity Contribution are any portion of such Cure Amount that is actually applied to repay Indebtedness), (v) any pro forma adjustment to Consolidated Adjusted EBITDA resulting from any Cure Amount shall be disregarded for purposes of determining (A) whether any financial ratio-based condition to the availability of any carve-out set forth in Article 6 of this Agreement has been satisfied or prepay Indebtedness(B) the Applicable Rate or the Commitment Fee Rate, in each case during each Fiscal Quarter in which the pro forma adjustment applies, and (vi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue, amend or increase the face amount of any Letter of Credit from and (f) from after the date of the Administrative Agent’s receipt of on which a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans Compliance Certificate is (or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the required to be) delivered pursuant to Section 5.01(c) hereof demonstrating a failure to comply with Section 10.11(a). (c6.10(a) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit Test Period ending on the last day of any Fiscal Quarter until the Revolving Lendersdate on which Intermediate Dutch Holdings receives the relevant Cure Amount.

Financial Covenant. (a) Borrower In the event that, at any time, the Excess Availability plus Eligible Cash Collateral (without duplication of Borrowing Base Eligible Cash Collateral) as of such date (after giving effect to the funding of all Revolving Credit Advances and its Restricted Subsidiaries shall not permit the Consolidated First Lien Net Leverage Ratio at the end issuance of any Test Period (beginning with the fiscal quarter all Letter of Borrower ending on Credit Advances to be funded or about March 31, 2022issued as of such date) when the Aggregate Exposures exceed 40is less than 10% of the total Revolving Commitments Borrowing Base, then the Borrower shall be required to maintain, as of the last day of any Measurement Period, a Fixed Charge Coverage Ratio of at such date least 1.0:1.0 until Excess Availability plus Eligible Cash Collateral (the “Financial Covenant Testing Threshold”without duplication of Borrowing Base Eligible Cash Collateral) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to shall be greater than 6.95 to 1.0010% of the Borrowing Base for a period of fifteen (15) consecutive days. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above foregoing clause (or for the financial covenant set forth in the ABL Credit Agreementa), cash any equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed investment made directly or indirectly to the common Equity Interests of Borrower) during such fiscal quarter or Borrower after the Effective Date and on or prior to the day that is 10 ten (10) Business Days after the date day on which financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) willa Fiscal Quarter shall, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included Borrower and in the calculation of Consolidated EBITDA solely for event that the purposes of determining compliance with proceeds thereof have been contributed directly or indirectly to the financial covenant set forth in Borrower as common equity, Permitted Preferred Stock or other equity on terms and conditions reasonably acceptable to the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterAdministrative Agent, be included in the calculation of Consolidated EBITDA solely for the purposes purpose of determining compliance with such financial covenants covenant at the end of such fiscal quarter Fiscal Quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (ai) in each four consecutive Fiscal Quarter period there shall be at least one Fiscal Quarter in which no Specified Equity Contributions may be Contribution is made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (bii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)Fixed Charge Coverage Ratio. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit Permit the Consolidated First Lien Net Leverage Ratio at as of the end of any Test Period (beginning with the fiscal quarter of the Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), set forth below to be greater than 6.95 to 1.00. maximum ratio (bthe “Maximum Leverage Ratio”) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during opposite such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) willquarter, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 if at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the aggregate principal amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereofLoans outstanding (excluding, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(aany issued Letters of Credit) is solely in excess of $5,000,000: For purposes of making the computation referred to above, if any Specified Transaction has been made by the Borrower or any of its Restricted Subsidiaries during the Measurement Period or subsequent to the Measurement Period and on or prior to the date of determination of the Leverage Ratio, the Leverage Ratio shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Measurement Period. If, since the beginning of such Measurement Period, any Person became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries and, since the beginning of such Measurement Period, such Person shall have made any Specified Transaction that would have required adjustment pursuant to the immediately preceding sentence if made by the Borrower or a Restricted Subsidiary since the beginning of such Measurement Period, then the Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction had occurred at the beginning of such Measurement Period. For purposes of this Section 7.11, whenever pro forma effect is to be given to any Specified Transaction (including the Transactions and the Notes Exchange), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may, in accordance with clause (y) of the definition of “Consolidated EBITDA” include, for the benefit avoidance of doubt, cost savings and synergies resulting from or related to any such Specified Transaction (including the Transactions and the Notes Exchange) which is being given pro forma effect that have been or are expected to be realized and for which the actions necessary to realize such cost savings and synergies are taken or expected to be taken no later than 12 months after the date of any such Specified Transaction (in each case as though such cost savings and synergies had been realized on the first day of the Revolving Lendersapplicable Measurement Period).

Financial Covenant. (a) Beginning on the last day of the first fiscal quarter ending after the Effective Date and on the last day of each fiscal quarter ending thereafter, the Borrower and its Restricted Subsidiaries shall will not permit permit, as of the last day of any such fiscal quarter, the ratio of (x) Consolidated First Lien Net Total Debt at such time to (y) Consolidated EBITDA of the Borrower (the “Consolidated Leverage Ratio”) for the four consecutive fiscal quarter period ending as of such date to exceed 3.75:1.00; provided, that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition by the Borrower or any Subsidiary such maximum Consolidated Leverage Ratio at shall be increased to 4.25:1.00 with respect to the end last day of any Test Period (beginning with the fiscal quarter during which such Material Acquisition shall have been consummated and the last day of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% each of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four immediately following three consecutive fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00quarters. (b) For purposes of determining compliance with At any time after the financial covenant set forth in Section 10.11(a) above definitive agreement for any Material Acquisition shall have been executed (or for the financial covenant set forth or, in the ABL Credit Agreement)case of a Material Acquisition in the form of a tender offer or similar transaction, cash equity contributions (which equity after the offer shall be Permitted Equity have been launched) and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after consummation of such Material Acquisition (or termination of the date financial statements are required to definitive documentation in respect thereof), any Acquisition Debt (and the proceeds of such Acquisition Debt) shall be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as excluded from the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation definition of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”)Leverage Ratio; provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (bx) the amount definitive documentation relating to such Acquisition Debt shall contain “special mandatory redemption” or escrow provisions (or other similar provisions) or otherwise require such indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by a date specified in such definitive documentation and (y) if the definitive agreement (or, in the case of any Specified Equity Contribution shall be no greater than a tender offer or similar transaction, the amount definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Acquisition Debt, such Acquisition Debt is so redeemed or prepaid by the date that it is required to cause Borrower to be redeemed or prepaid in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect circumstances pursuant to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters terms of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)Acquisition Debt. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not During the continuance of any Compliance Event, subject to clause (b) below, permit the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio at to be less than 1.00:1.00, tested immediately upon the end occurrence of any a Compliance Event and as of the last day of the most recent Test Period (beginning with during the fiscal quarter continuance of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00a Compliance Event. (b) For purposes Notwithstanding anything to the contrary contained in Article IX, in the event of determining compliance with any Event of Default occurring as a result of a breach of the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement8.18(a), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to until the common Equity Interests expiration of Borrower) during such fiscal quarter or on or prior to the tenth day that is 10 Business Days after the date on which the financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a7.1(a) or (b) (such 10-Business Day period being referred ), as applicable, with respect to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarterhereunder, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter Intermediate Holdings may issue equity (any provided such equity contribution so included issuance does not result in a Change in Control and constitutes common equity or which is not Disqualified Stock) and contribute the calculation net cash proceeds received therefrom to the capital of Consolidated EBITDA, New Holdings as cash common equity (a “Specified Equity Contribution”); provided ) in order to remediate any Event of Default that (ahas occurred with respect to Section 8.18(a) for such fiscal quarter. Upon receipt of such Specified Equity Contributions may Contribution in accordance with the immediately preceding sentence, the amount of the proceeds thereof shall, solely for the purposes (and subject to the limitations) hereinafter described in this Section 8.18(b), increase Consolidated EBITDA with respect to such applicable fiscal quarter (and any subsequent period of four consecutive fiscal quarters that includes such fiscal quarter) and if, after giving effect to such increase in Consolidated EBITDA, New Holdings and its Subsidiaries shall then be made no more than two times in any compliance with the 127 requirements of Section 8.18(a), New Holdings shall be deemed to have satisfied the requirements set forth therein as of the relevant four fiscal quarter period with the same effect as though there had been no failure to comply therewith at such date, and no more than five times during the term applicable breach or default that had occurred shall be deemed cured for purposes of this Agreement, ; provided that such net cash proceeds (bi) are actually received by New Holdings (through a capital contribution of such proceeds by Intermediate Holdings to New Holdings) no later than ten days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cure (by addition to Consolidated EBITDA) such Event of any Default under Section 8.18(a) for such period. The parties hereto acknowledge that a given Specified Equity Contribution shall may not be no greater counted as having been made in more than the amount required one fiscal quarter. The parties hereby acknowledge that this Section 8.18(b) may not be relied on for purposes of calculating any financial ratios other than as applicable to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (cSection 8.18(a) Borrower and shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including included for purposes of determining pricing, fees or any financial ratio-based conditions (including, without limitation, compliance with any covenant or condition other than Section 8.18(a) itself which requires a determination of whether the financial covenant in Section 8.18(a) is satisfied, whether or not same would otherwise be applicable) or any baskets with respect to the covenants or conditions contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there Agreement. There shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution (including by way of netting) for purposes of determining compliance with the financial covenant for Section 8.18(a) in the fiscal quarter in which such a Specified Equity Contribution is made; provided that such Specified Equity Contribution may reduce Indebtedness in a subsequent fiscal quarter. (i) In each period of four consecutive fiscal quarters, except to the extent there shall be at least two fiscal quarters in which no cure set forth in Section 8.18(b) is made. In addition, any reduction in Indebtedness (or increase in cash for netting purposes) with the proceeds of the any Specified Equity Contribution are actually applied made pursuant to repay or prepay Indebtedness, and (fSection 8.18(b) from shall be ignored for purposes of determining compliance with the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a8.18(a), except for determinations, including increases in cash for netting purposes, made pursuant to Section 8.18(a) for fiscal quarters after the respective fiscal quarter in which such Event of Default is solely for remediated by such Specified Equity Contribution. (ii) There shall be no more than five cures under Section 8.18(a) from the benefit date hereof through the Latest Maturity Date. (iii) If notice has been delivered to the Administrative Agent of a Specified Equity Contribution (such notice to be delivered on or prior to the date on which the applicable financial statements are required to be delivered and containing reasonable detail on the terms and conditions of the Specified Equity Contribution), then from the last day of the fiscal quarter related to such cure notice until the required date for receipt of the Specified Equity Contribution, no Default or Event of Default shall have occurred under the Loan Documents with respect to any default under Section 8.18(a) for which such cure notice was delivered unless the ten day period set forth in clause (a) above has expired without the Specified Equity Contribution having been received; provided that until the occurrence of the satisfaction of the conditions in Section 6.2 and the receipt of such Specified Equity Contribution, no Lender shall be obligated to make any Revolving LendersLoan, no Swing Line Loans shall be made and no Issuing Bank shall issue any Letter of Credit.

Financial Covenant. As of the end of each fiscal quarter of Intermediate Holdings (acommencing with the first full fiscal quarter to commence after the Closing Date) and so long as the aggregate amount of L/C Obligations and Revolving Credit Loans outstanding as of the end of such fiscal quarter (excluding (A) Letters of Credit that are Cash Collateralized, (B) Letters of Credit that are not Cash Collateralized in an aggregate face amount not to exceed $5,000,000, (C) solely for the first two full fiscal quarters of Intermediate Holdings to commence after the Closing Date, any amounts used to fund any OID or upfront fees, and (D) solely for the first two full fiscal quarters of the Borrower and its Restricted Subsidiaries shall not to commence after the Closing Date, any Revolving Credit Loans borrowed on the Closing Date to pay the Transaction Costs) exceeds 35% of the aggregate amount of all Revolving Credit Commitments in effect as of such date, permit the Consolidated First Lien Net Leverage Ratio at the end as of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter of Intermediate Holdings to be greater than 8.10:1.00 (the “Financial Covenant”). Holding Company. Conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of Intermediate Holdings and applicable subsequent periods the Restricted Subsidiaries and any Subsidiary of Holdings (that is not the Borrower or a Subsidiary of the Borrower) which include such fiscal quarter, be included in the calculation of Consolidated EBITDA is formed solely for the purposes of determining compliance acting as a co-obligor with such financial covenants at the end of such fiscal quarter respect to any Qualified Holding Company Indebtedness and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAdoes not conduct, a “Specified Equity Contribution”); provided that (a) Specified Equity Contributions may be made no more than two times transact or otherwise engage in any four fiscal quarter period and no more than five times during the term of this Agreementmaterial business or operation, and, in each case, activities incidental thereto; (bii) the amount entry into, and the performance of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement its obligations with respect to the financial covenant thereunder Loan Documents (including any Specified Refinancing Debt, any New Term Facility or under any refinancing thereofNew Revolving Facility), the Second Lien Facility Documentation, any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Documentation, any Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries) and Guarantees of Indebtedness permitted to be incurred hereunder by Intermediate Holdings or any of the Restricted Subsidiaries and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (vii) the entry into the Acquisition Agreement and the other agreements contemplated thereby and the performing of its obligations with respect thereto, (cviii) Borrower shall not be permitted to make the performing of activities in preparation for and consummating any Borrowings and no Letters public offering of Credit shall be issued, renewed, extended its common stock or amended hereunder any other issuance or sale of its Capital Stock (other than renewalsDisqualified Stock) including converting into another type of legal entity; (ix) the participation in tax, extensions or amendments thereof that do not increase the face value amount accounting and other administrative matters as a member of the Letter consolidated group of Credit) during the Interim Period until the relevant Specified Equity Contribution has been madeHoldings and Intermediate Holdings, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of including compliance with such financial covenant applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (x) the financial covenant set forth in holding of any cash and Cash Equivalents (but not operating any property); (xi) the ABL Credit Agreement or any refinancing thereof entry into and shall be disregarded for all other purposes, including for purposes performance of determining any baskets its obligations with respect to contracts and other arrangements, including the covenants contained herein providing of indemnification to officers, managers, directors and in employees; and (xii) any activities incidental to the other Credit Documentsforegoing. Holdings shall not create, incur, assume or suffer to exist any Lien on any Capital Stock of Intermediate Holdings or any Restricted Subsidiary (e) other than as set forth above Liens pursuant to any Loan Document, the Second Lien Facility Documentation, non-consensual Liens arising solely by operation of Law and Liens pursuant to documentation relating to other secured Indebtedness permitted to be incurred and secured hereunder and any Permitted Liens) and shall not incur any Indebtedness (other than in this clause (b) there shall be no pro forma or other reduction in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness with the proceeds between Holdings and any of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution its Restricted Subsidiaries that is made, except subordinated pursuant to the extent the proceeds terms of the Specified Equity Contribution are actually applied to repay Intercompany Subordination Agreement (or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession pledged in favor of the Collateral Agent, as applicable) or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(aGuarantees permitted above and liabilities imposed by Law, including Tax liabilities). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not Commencing with the first full fiscal quarter ending following the Term Conversion Date, permit the Consolidated First Lien Net Leverage Debt Service Coverage Ratio at to be less than 1.05:1.00 as of the end last day of any Test Period (beginning with the fiscal quarter of Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing ThresholdCovenant”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Date), to be greater than 6.95 to 1.00. (b) . For purposes of determining compliance with the financial covenant set forth in Section 10.11(a) above Financial Covenant, any common equity contribution (or for the financial covenant set forth other than Drawstop Equity Contributions (as defined in the ABL First Lien Credit Agreement), cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed ) made to the common Equity Interests Co-Borrowers after the end of Borrower) during such a fiscal quarter or and on or prior to the day that is 10 Business Banking Days after the date day on which financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrowerthe Co-Borrowers, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA Operating Cash Available for Debt Service solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 such Financial Covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAOperating Cash Available for Debt Service, a “Specified Equity Contribution”); provided provided, that (a) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in which no Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and Contribution is made, (b) during the term of the Term Facility, no more than five times during the term of this AgreementSpecified Equity Contributions shall be made, (bc) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower the Co-Borrowers to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving LendersFinancial Covenant, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, Documents and (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness Debt with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is madeFinancial Covenant; provided, except that to the extent the such net cash proceeds of the Specified Equity Contribution are actually applied to repay or prepay IndebtednessDebt, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor such reduction may be credited in any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a)subsequent fiscal quarter. (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.

Financial Covenant. (a) Borrower and its Restricted Subsidiaries shall not permit Permit the Consolidated First Lien Net Total Leverage Ratio at as of the end of any Test Period (beginning Period, commencing with the Test Period ended on the last day of the first fiscal quarter of the Parent Borrower ending on or about March 31, 2022) when the Aggregate Exposures exceed 40% of the total Revolving Commitments at such date (the “Financial Covenant Testing Threshold”) (excluding (x) issued or undrawn letters of credit, (y) cash collateralized letters of credit, guarantees and any other contingent obligations and (z) draws of Revolving Loans on the Closing Date for the first four fiscal quarters after the Closing Effective Date), to be greater than 6.95 3.75:1.00 calculated on a Pro Forma Basis; provided, that, upon the consummation of a Material Acquisition, for each of the four fiscal quarters of the Parent Borrower immediately following the consummation of such Material Acquisition (including the fiscal quarter of the Parent Borrower in which such Material Acquisition was consummated), the ratio set forth above shall be increased by 0.50:1.00 (such period, the “Leverage Increase Period”); provided, further, that, (i) for at least two fiscal quarters of the Parent Borrower immediately following each Leverage Increase Period, the Total Leverage Ratio as of the end of such fiscal quarters shall not be greater than 3.75:1.00 prior to 1.00. giving effect to another Leverage Increase Period and (bii) For after the consummation of a Material Acquisition, each Leverage Increase Period shall only apply with respect to the following (and not for any other purpose): (A) the calculation of the Total Leverage Ratio as of the end of any fiscal quarter of the Parent Borrower for purposes of determining compliance with this Section 7.11; (B) the financial calculation required by Section 2.14(a)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Facility (including any Incremental Equivalent Debt), the proceeds of which will be used to finance all or a portion of the consideration for the Material Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Material Acquisition is a Limited Condition Transaction, such calculation may be made as of the LCT Test Date with respect to such Limited Condition Transaction and (2) the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Material Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this proviso); (C) the calculation required by Section 7.02(y) for the purpose of determining the permissibility of the making of the Investments as specified therein; (D) the calculation required by Section 7.06(n) for the purpose of determining the permissibility of the making of any Restricted Payments as specified therein and (E) the calculation required in Section 7.03(r)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Material Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Material Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCT Test Date with respect to such Limited Condition Acquisition and (2) the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (E) and not for any other purpose, unless and until such Material Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this proviso) (the covenant set forth in this Section 10.11(a) above (or for the financial covenant set forth in the ABL Credit Agreement)7.11 being, cash equity contributions (which equity shall be Permitted Equity and which shall be contributed in cash to Holdings (which shall be contributed to the common Equity Interests of Borrower) during such fiscal quarter or on or prior to the day that is 10 Business Days after the date financial statements are required to be delivered for such fiscal quarter pursuant to Section 9.01(a) or (b) (such 10-Business Day period being referred to herein as the “Interim Period”) will, at the request of Borrower, (x) be applied to reduce the Revolving Facility exposure to a level below the Financial Covenant Testing Threshold or (y) be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof or the financial covenant under clause (a) of this Section 10.11 at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity ContributionCovenant”); provided that (a) Specified Equity Contributions may be made no more than two times in any four fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause Borrower to be in pro forma compliance with such financial covenant plus any similar “cure amounts” under the ABL Credit Agreement with respect to the financial covenant thereunder or under any refinancing thereof, (c) Borrower shall not be permitted to make any Borrowings and no Letters of Credit shall be issued, renewed, extended or amended hereunder (other than renewals, extensions or amendments thereof that do not increase the face value amount of the Letter of Credit) during the Interim Period until the relevant Specified Equity Contribution has been made, unless consented by the Required Revolving Lenders, (d) all Specified Equity Contributions shall be counted solely for purposes of compliance with such financial covenant and the financial covenant set forth in the ABL Credit Agreement or any refinancing thereof and shall be disregarded for all other purposes, including for purposes of determining any baskets with respect to the covenants contained herein and in the other Credit Documents, (e) other than as set forth above in this clause (b) there shall be no pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made, except to the extent the proceeds of the Specified Equity Contribution are actually applied to repay or prepay Indebtedness, and (f) from the date of the Administrative Agent’s receipt of a written notice from Borrower that Borrower intends to exercise its cure rights under this Section 10.11(b) through the last Business Day of the Interim Period, neither the Administrative Agent nor any Lender shall have any right to accelerate the Loans or terminate the Commitments, and none of the Administrative Agent nor any Lender shall have any right to foreclose on or take possession of the Collateral or exercise any other right or remedy under the Credit Documents that would be available on the basis of an Event of Default resulting from the failure to comply with Section 10.11(a). (c) For the avoidance of doubt, the financial covenant set forth in Section 10.11(a) is solely for the benefit of the Revolving Lenders.